EX-10.8






Supplemental Environmental Indemnity Agreement




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.




	1.	 	RECITALS






	 	A.	 	The Lender funded a certain loan in the original principal amount of TEN
MILLION AND NO/100THS DOLLARS ($10,000,000) (the “Loan”), and to evidence the Loan,
Braemar Housing Limited Partnership, an Ohio limited partnership (the “Grantor”), made
and delivered to the Lender a certain Secured Promissory Note dated May 25, 2005, in
the original principal amount of $10,000,000 (the “Note”) and certain additional
documents (together with the Note, the “Loan Documents”). The Loan is secured, inter
alia, by the Deed of Trust, Security Agreement and Fixture Filing given by Grantor to
Lender encumbering certain real property (the “Real Property”) in the City of
Charlotte, County of Mecklenburg, North Carolina, and recorded in Book 18849, Page
135, in the Registry of Mecklenburg County, North Carolina (the “Deed of Trust”).






	 	B.	 	The Loan was assumed by the Borrower and modified pursuant to the Loan
Assumption and Modification Agreement dated as of the Effective Date among the Lender,
the Borrower, the Grantor and Phillip I. Levin, Bradley J. Schram and Norman A. Pappas
(collectively, the “Original Carveout Obligors”).






	 	C.	 	The Borrower has purchased the Property from the Grantor, and the Lender has
consented to such purchase pursuant to the terms of the Deed of Trust subject to
certain conditions.






	 	D.	 	To fulfill a condition of the Lender to the granting of such consent, the
Borrower and the Carveout Obligor desire to (a) assume full personal liability for the
repayment of that portion of the Indebtedness that arises because the Lender has
advanced funds or incurred expenses as a result of the failure of the Borrower to meet
its obligations under the Loan Documents with respect to environmental matters and (b)
indemnify the Lender and hold it harmless from actual damages suffered as a result of
environmental matters.






	2.	 	AGREEMENT






NOW THEREFORE, in consideration of the premises, to induce the Lender to consent to both
the conveyance of the Property to the Borrower and the Borrower’s assumption of the Loan,
and for other good and valuable consideration, the receipt and sufficiency of which are
acknowledged, the Borrower and the Carveout Obligor agree as follows:




	3.	 	DEFINITIONS






The following capitalized terms shall have the meanings set forth below:




“Bankruptcy Code” means 11 U.S.C. §§101-1330 or any successor statute.




“Business Day” means any weekday when state and federal banks are open for business
in Cedar Rapids, Iowa.




“Claim” means any action, suit, proceeding, demand, assessment, adjustment,
penalty, judgment or other assertion of liability.




“Default Rate” means the lesser of (i) eighteen percent (18%) per annum and (ii)
the maximum rate allowed by law.




“Environmental Laws” means all present and future laws, statutes, ordinances,
rules, regulations, orders, guidelines, rulings, decrees, notices and determinations of any
Governmental Authority to the extent that they pertain to: (A) the protection of health
against environmental hazards; (B) the protection of the environment, including air, soils,
wetlands, and surface and underground water, from contamination by any substance that may
have any adverse health effect on humans, livestock, fish, wildlife, or plant life, or
which may disturb an ecosystem; (C) underground storage tank regulation or removal; (D)
wildlife conservation; (E) protection or regulation of natural resources; (F) the
protection of wetlands; (G) management, regulation and disposal of solid and hazardous
wastes; (H) radioactive materials; (I) biologically hazardous materials; (J) indoor air
quality; (K) the manufacture, possession, presence, use, generation, storage,
transportation, treatment, release, emission, discharge, disposal, abatement, cleanup,
removal, remediation or handling of any Hazardous Substances. “Environmental Laws” include,
the Comprehensive Environmental Response, Compensation, and Liability Act, as amended by
the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §9601 et
seq., the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et
seq., the Federal Water Pollution Control Act, as amended by the Clean Water Act,
33 U.S.C. §1251 et seq., the Clean Air Act, 42 U.S.C. §7401 et
seq., the Toxic Substances Control Act, 15 U.S.C. §2601 et seq.,
all similar state statutes and local ordinances, and all regulations promulgated under any
of those statutes, and all administrative and judicial actions respecting such legislation,
all as amended from time to time.




“Governmental Authority” means any political entity with the legal authority to
impose any requirement on the Property, including the governments of the United States, the
State of North Carolina, Mecklenburg County, the City of Charlotte, and any other entity
with jurisdiction to decide, regulate, or affect the ownership, construction, use,
occupancy, possession, operation, maintenance, alteration, repair, demolition or
reconstruction of any portion or element of the Real Property.




“Hazardous Substance” means any substance the release of or the exposure to which
is prohibited, limited or regulated by any Environmental Law, or which poses a hazard to
human health, including (A) any “oil,” as defined by the Federal Water Pollution Control
Act and regulations promulgated thereunder (including crude oil or any fraction of crude
oil), (B) any radioactive substance and (C) Stacchybotris chartarum and other molds.
However, the term “Hazardous Substance” does not include (A) a substance used in the
cleaning and maintenance of the Real Property, if the quantity and manner of its use are
customary, prudent, and do not violate applicable law, or (B) automotive motor oil in
immaterial quantities, if leaked from vehicles in the ordinary course of the operation of
the Real Property and cleaned up in accordance with reasonable property management
procedures and in a manner that violates no applicable law.




“Indebtedness” means all sums that are owed or become due pursuant to the terms of
the Loan Documents, which sums include any amounts advanced by the Lender to cure defaults
or to pay attorneys’ fees and expenses (including any such fees or expenses incurred in
connection with enforcing or protecting any of the Loan Documents in any bankruptcy
proceeding), receivership costs, fees and costs of the Trustee and other collection costs.




“Net Worth Requirement” means the lesser of (i) the aggregate net worth of the
Original Carveout Obligors most recently represented to the Lender at the time of the
approval of the Loan by AEGON’s Investments Committee and (ii) the principal balance of the
Loan at the time of determination.




“Notice” means a notice given in accordance with Subsection 12.4 below.




“Obligation” means any obligation under this Agreement.




“Property” means the Real Property and any other property now or hereafter
subjected to any lien or security interest created by any of the Loan Documents.




“Trustee” means J. Lindsay Stradley, Jr. and his successors and assigns.




	4.	 	LIABILITY FOR REPAYMENT OF INDEBTEDNESS






In consideration of the benefits which the Borrower and the Carveout Obligor receive as a
result of the Loan (including the benefit of the Loan’s non-recourse feature), the Borrower
expressly assumes personal liability for, and the Carveout Obligor irrevocably, absolutely
and unconditionally guarantees the full and prompt payment to the Lender of the
Indebtedness, to the extent of that amount of the Indebtedness which arises because the
Borrower fails, or the Grantor has prior to the Effective Date failed, to perform their
respective obligations under the Loan Documents with respect to environmental matters. Such
Indebtedness includes interest on the Loan which accrues at the Default Rate, minus
interest that would otherwise have accrued in the absence of Default, during a period in
which a “Default” exists under the Deed of Trust as a result of the Borrower’s or the
Grantor’s failure to meet their respective obligations under the Loan Documents with
respect to environmental matters.




	5.	 	INDEMNITY AND HOLD HARMLESS






The Borrower and the Carveout Obligor jointly and severally agree to indemnify the Lender,
the Trustee, and their respective directors, officers, employees, agents, successors and
assigns and to hold them harmless, to the extent of the Lender’s actual damages and losses,
from any Claim, cost, expense or liability of whatever kind or nature, known or unknown,
contingent or otherwise, directly or indirectly arising out of or attributable to the use,
generation, storage, release, threatened release, discharge, disposal, or presence (whether
prior to or after the date of this Agreement) of Hazardous Substances on, in, under or
about the Real Property. Obligations indemnified under this Section include (A)
out-of-pocket costs and expenses, including reasonable attorneys’ fees and expenses,
sustained by the Lender in enforcing this Agreement or the Borrower’s obligations under the
Loan Documents with respect to environmental matters, and including any such fees or
expenses incurred in connection with the enforcement or protection of this Agreement in any
bankruptcy proceeding, and (B) the protection of the Lender from, and the defense of the
Lender against, all such Claims. This Section shall be binding upon the Borrower and the
Carveout Obligor and their heirs, personal representatives, successors and assigns, and
shall survive repayment of the Indebtedness, foreclosure of the Real Property, and the
Borrower’s granting of a deed to the Real Property. Obligations under this Section shall
not extend to any Claim, cost, expense or liability caused by the Lender’s gross negligence
or willful misconduct, or arising from a release of Hazardous Substances that occurs after
the Lender has taken possession of the Real Property (provided neither the Borrower nor
Carveout Obligor has caused the release through any act or omission).




	6.	 	REPRESENTATIONS AND WARRANTIES






The Borrower and the Carveout Obligor represent and warrant to the Lender as follows:




	 	(a)	 	This Agreement has been duly executed and delivered.






	 	(b)	 	The execution and performance of this Agreement and all guaranties,
indemnities and covenants herein will not result in any breach of, or constitute a
default under, any contract, guarantee, document or other instrument to which the
Borrower or Carveout Obligor is a party or by which the Borrower or Carveout Obligor
may be bound or affected, and do not and will not violate or contravene any law to
which the Borrower or Carveout Obligor is subject; nor do any such other instruments
impose or contemplate any obligations which are or will be inconsistent with this
Agreement.






	 	(c)	 	No approval by, authorization of, or filing with any federal, state or
municipal or other governmental commission, board or agency or other governmental
authority is necessary in connection with the authorization, execution and delivery of
this Agreement.






	 	(d)	 	This Agreement constitutes the legal, valid and binding obligation of the
Borrower and the Carveout Obligor, enforceable against each of them in accordance with
its terms.






	 	(e)	 	There are no material actions, suits or proceedings pending or, to the best
of the knowledge of the Borrower and the Carveout Obligor, threatened against or
affecting the Borrower or the Carveout Obligor.






	 	(f)	 	The following financial statement of the Carveout Obligor, as received by the
Lender, is true and accurate as of its date: June 19, 2007. There has been no
material adverse change in the Carveout Obligor’s financial condition since the date
of this financial statement.






	 	(g)	 	The following financial statement of the Borrower, as received by the Lender,
is true and accurate as of its date: June 19, 2007. There has been no material
adverse change in the Borrower’s financial condition since the date of this financial
statement.






	7.	 	DEFAULT






A “Default” shall occur under this Agreement upon:




	 	(a)	 	the Borrower’s and the Carveout Obligor’s failure to pay any Obligation
within five (5) Business Days after Notice and demand by the Lender;






	 	(b)	 	the Borrower’s and the Carveout Obligor’s failure to perform, observe, or
comply with any nonmonetary Obligation within the time period afforded the Borrower
for such performance under the express terms of the Deed of Trust; or






	 	(c)	 	the filing by the Borrower or the Carveout Obligor of a petition in
bankruptcy or for relief from creditors under any present or future law that affords
general protection from creditors; the filing by any other person of an involuntary
petition in bankruptcy against the Borrower or the Carveout Obligor; or the filing of
any other action that may result in a composition of debts, provide for the marshaling
of assets for the satisfaction of the Borrower’s or the Carveout Obligor’s debts, or
result in the judicially ordered sale of assets for the purpose of satisfying
obligations to creditors (unless a motion for the dismissal of the petition or other
action is filed within ten (10) days and results in its dismissal within sixty (60)
days of the filing of the petition or other action); or the dissolution or liquidation
of the Borrower or the Carveout Obligor, or the cessation of its legal existence; or
the death of the Borrower or the Carveout Obligor who is a natural person (unless the
event described in this Paragraph results in a Permitted Transfer as defined in the
Deed of Trust) unless, following any such event affecting the Carveout Obligor, any
remaining persons or entities liable for the Obligations have the direct or indirect
power to exercise management control over the Real Property and have an aggregate net
worth (excluding the value of the Borrower’s equity interest in the Real Property) at
least equal to the Net Worth Requirement, or unless the Borrower and any remaining
persons or entities liable for the Obligations (including the executor of the estate
of any deceased Carveout Obligor) diligently and continuously pursue the replacement
of the subject Carveout Obligor, and succeed, within sixty (60) days of such an event,
in causing another person to assume the Obligations, so that persons or entities who
collectively meet the Net Worth Requirement have the direct or indirect power to
exercise management control over the Real Property.






	8.	 	REMEDIES ON DEFAULT






Upon Default under this Agreement, the Lender shall have all of the rights of a guaranteed
or indemnified party under the laws of North Carolina. Interest on any unpaid obligations
shall accrue at the Default Rate. Interest which accrues on the Indebtedness at the Default
Rate as a result of a Default under this Agreement is an Obligation under Section 4.




	9.	 	APPLICATION OF PAYMENTS






All payments with respect to the Indebtedness received by the Lender from the Borrower, or
from any party other than the Carveout Obligor, may be applied by the Lender to the
Indebtedness in such manner and order as the Lender desires, in its sole discretion,
whether or not such application reduces the liability of the Carveout Obligor with respect
to the Obligations. If a foreclosure sale of the Real Property takes place, the proceeds of
the sale (whether received in cash or by credit bid) shall be applied first to reduce that
portion of the Indebtedness for which the Borrower has not assumed personal liability under
Section 4 and which is not guaranteed by the Carveout Obligor under Section 4.




	10.	 	UNSECURED OBLIGATION






The Deed of Trust secures neither (A) the Carveout Obligor’s Obligations, nor (B) those of
the Borrower’s Obligations (i) that either (a) have not been paid as of the date of a
trustee’s sale under the Deed of Trust, or (b) have not been paid as of the Lender’s
acceptance of a deed in lieu of trustee’s sale, and (ii) that arise with respect to
expenses, liabilities or damages incurred by the Lender after a trustee’s sale under the
Deed of Trust, or after the Lender’s or its affiliate’s acceptance of a deed in lieu
thereof, or that are the subject of any Claim or any portion of a Claim against the Lender
or the Property. The Borrower acknowledges and agrees that the Obligations which are so
unsecured are separate and distinct from, and not the substantial equivalent of, those that
are so secured, and that such unsecured Obligations shall survive such a trustee’s sale or
acceptance of a deed in lieu of a trustee’s sale.




	11.	 	WAIVERS






	 	11.1	 	Subrogation Rights Against the Borrower 






The Carveout Obligor waives (a) any right of reimbursement, subrogation,
exoneration, contribution, or indemnity from or by the Borrower, and (b) any
“claim,” as that term is defined in the Bankruptcy Code, which the Carveout Obligor
might now have or hereafter acquire against the Borrower by virtue of the Carveout
Obligor’s performance of any obligation of the Borrower.




	 	11.2	 	Marshaling of Assets






The Borrower and the Carveout Obligor waive any right to cause a marshaling of the
Borrower’s assets.




	 	11.3	 	Homestead Laws and Exemptions






The Borrower and the Carveout Obligor waive all rights and exemptions under
homestead and similar laws.




	 	11.4	 	Valuation of Collateral






The Borrower and the Carveout Obligor waive any right to a defense to an action
under this Agreement based on an assertion that the amount paid for the Property at
a lawfully conducted judicial or non-judicial foreclosure sale is less than the
value of the Property.




	 	11.5	 	Protest, Demand, Dishonor






The Borrower and the Carveout Obligor waive all rights of protest, demand,
dishonor, presentment or any other notices or demands which might otherwise be
required by any statute or rule of law now or hereafter in effect with respect to
this Agreement or any of the Obligations.




	 	11.6	 	Waiver of Statutory Rights






The Borrower and the Carveout Obligor waive any rights pursuant to Section 26-7 of
the North Carolina General Statutes or any other statutory rights provided to
sureties, endorsers or guarantors.




	 	11.7	 	Suretyship Waivers






The Borrower and the Carveout Obligor waive any statutory or common law rights and
defenses available to sureties, indemnitors, endorsers or guarantors of
obligations.




	 	11.8	 	Additional Waivers






The Borrower and the Carveout Obligor waive (A) any defense based upon the Lender’s
election of any remedy and (B) any defense based on the Lender’s failure to
disclose any information concerning the financial condition of the Borrower or any
other circumstances bearing on the ability of the Borrower to pay and perform its
obligations under the Loan Documents, or the Lender’s failure to provide Notice of
any act or omission by the Borrower from which any Obligation may have arisen.




	12.	 	MISCELLANEOUS






	 	12.1	 	Independence of Obligations 






The Borrower and the Carveout Obligor shall be jointly, severally, fully and
personally liable for any or all of the Obligations. The Lender shall be entitled
to maintain an independent action against the Carveout Obligor regardless of
whether the Lender has commenced or completed any action against the Borrower or
the Property. The Carveout Obligor disclaims any status as beneficiaries of any
obligation of the Lender to the Borrower to provide notice of default under the
Loan Documents. If the Lender has initiated any action against the Borrower to
enforce the Loan Documents, the Lender may join the Carveout Obligor or refrain
from doing so, at the Lender’s sole and absolute discretion. The liability of the
Carveout Obligor under this Agreement shall be reinstated with respect to any
amount at any time paid to the Lender by the Borrower on account of the Obligations
which shall thereafter be required to be restored or returned by the Lender upon
the bankruptcy, insolvency or reorganization of the Borrower or the Carveout
Obligor other than the party against whom the Lender has sought to enforce this
Agreement, as though such amount had not been paid. Except as expressly agreed in
writing by the Lender, the Obligations shall not be released, diminished, impaired,
reduced or otherwise affected by (a) the reconveyance of the interest created by
the Deed of Trust, (b) the consent by the Lender to any transfer of a direct or
indirect interest in the Property (whether through sale of the Property, transfers
of interests in the Borrower, or a change in the form of business organization of
the Borrower), or (c) any forbearance by the Lender to exercise any rights under
the Loan Documents; provided, however, that any written
modification of the Loan Documents that affects the amount of the Indebtedness may
be considered in ascertaining the amount of the Indebtedness for purposes of
determining the amount of any Obligation that arises under Section 4 of this
Agreement, absent fraud or material written misrepresentation in connection with
such a modification.




	 	12.2	 	Waiver of Jury Trial






ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
RIGHTS UNDER THIS AGREEMENT IS WAIVED BY THE BORROWER AND THE CARVEOUT OBLIGOR, AND
IT IS AGREED BY THE BORROWER AND THE CARVEOUT OBLIGOR THAT ANY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A JUDGE AND NOT BEFORE A JURY.




	 	12.3	 	Offsets and Defenses






The liability of the Borrower and of the Carveout Obligor under this Agreement
shall not be released, diminished, impaired, reduced or otherwise affected by any
existing or future offset, claim, or defense of the Borrower or of the Carveout
Obligor against the Lender.




	 	12.4	 	Notices






In order for any demand, consent, approval or other communication to be effective
under the terms of this Agreement, Notice must be provided under the terms of this
Section. All Notices must be in writing. Notices may be (a) delivered by hand, (b)
transmitted by facsimile (with a duplicate copy sent by first class mail, postage
prepaid), (c) sent by certified or registered mail, postage prepaid, return receipt
requested, or (d) sent by reputable overnight courier service, delivery charges
prepaid. Notices shall be addressed as set forth below:




If to the Lender:




Transamerica Occidental Life Insurance Company


c/o AEGON USA Realty Advisors, Inc.


4333 Edgewood Road, N.E.


Cedar Rapids, Iowa 52499-5443


Attn: Mortgage Loan Department


Reference: Loan #89441


Fax Number: (319) 369-2277




If to the Carveout Obligor:




NNN Apartment REIT, Inc.




c/o Triple Net Properties, LLC




1551 N. Tustin Ave., Suite 300




Santa Ana, California 92705




Attn: Shannon K. S. Johnson, CPA, CFO




Fax Number: (714) 881-2217




With a copy of Notice of Default or acceleration to:




McGuire Woods LLP




One James Center




901 E. Cary Street




Richmond, Virginia 23219




Attn: Nancy R. Little, Esq.




Fax Number: (804) 698-2101




If to the Borrower:




Apartment REIT Residences at Braemar, LLC




c/o Triple Net Properties, LLC




1606 Santa Rosa Drive, Suite 109




Richmond, Virginia 23229




Attn: Jorge Figueirdo




Fax Number: (804) 285-1376




With a copy of Notice of Default or acceleration to:




McGuire Woods LLP




One James Center




901 E. Cary Street




Richmond, Virginia 23219




Attn: Nancy R. Little, Esq.




Fax Number: (804) 698-2101




Notices delivered by hand or by overnight courier shall be deemed given when
actually received or when refused by their intended recipient. Notices sent by
facsimile will be deemed delivered when a legible copy has been received (provided
receipt has been verified by telephone confirmation or one of the other permitted
means of giving Notices under this Subsection). Mailed Notices shall be deemed
given on the date of the first attempted delivery (whether or not actually
received). Any party to this Agreement may change its address for Notice by giving
at least fifteen (15) Business Days’ prior Notice of such change to the other
parties.




	 	12.5	 	Entire Agreement and Modification






This Agreement and the other Loan Documents embody the final, entire agreement of
the parties relating to its subject matter and supersede any and all prior
agreements, whether written or oral. This Agreement may not be contradicted or
varied by evidence of any prior, contemporaneous, or subsequent oral agreements or
discussions of the parties, and may be amended, waived, released or terminated only
by a written instrument or instruments executed by the Lender. Any alleged
amendment, revision, waiver, discharge, release or termination that is not so
documented shall not be effective as to the Lender.




	 	12.6	 	Counterparts






This Agreement may be executed in multiple counterparts, all of which taken
together shall constitute one and the same Agreement.




	 	12.7	 	Governing Law






This Agreement shall be construed and enforced according to, and governed by, the
laws of North Carolina without reference to conflicts of laws provisions which, but
for this provision, would require the application of the law of any other
jurisdiction.




	 	12.8	 	Cumulative Remedies 






Every right and remedy provided in this Agreement shall be cumulative of every
other right or remedy of the Lender whether herein or by law conferred and may be
enforced concurrently with any such right or remedy. No acceptance of performance
of any Obligation as to which the Borrower or the Carveout Obligor shall be in
Default, or waiver of particular or single performance of any obligation or
observance of any covenant, shall be construed as a waiver of the obligation or
covenant or as a waiver of any other Default then, theretofore or thereafter
existing.




	 	12.9	 	Severability






In the event that any one or more of the provisions of this Agreement shall for any
reason be held to be invalid, illegal or unenforceable, in whole or in part, or in
any respect, or in the event that any one or more of the provisions of this
Agreement shall operate, or would prospectively operate, to invalidate this
Agreement, then, and in any such event, such provision or provisions only shall be
deemed to be null and void and of no force or effect and shall not affect any other
provision of this Agreement, and the remaining provisions of this Agreement shall
remain operative and in full force and effect and shall in no way be affected,
prejudiced or disturbed thereby.




	 	12.10	 	Reference to Particulars






The scope of a general statement made in this Agreement shall not be construed as
having been reduced through the inclusion of references to particular items that
would be included within the statement’s scope. Therefore, unless the relevant
provision of this Agreement contains specific language to the contrary, the term
“include” shall mean “include, but shall not be limited to” and the term
“including” shall mean “including, without limitation.”




	 	12.11	 	Assignment






The Lender may assign its rights under this Agreement without Notice to any holder
of the Note and assignee of the Lender’s rights under the Loan Documents.



[The remainder of this page left blank intentionally.]






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IN WITNESS WHEREOF, the Borrower and the Carveout Obligor have caused this Agreement to be duly
executed under seal as of the date first above written.




BORROWER:




APARTMENT REIT RESIDENCES AT BRAEMAR, LLC, a North
Carolina limited liability company




	 	 	 	BY: NNN
Apartment REIT Holdings, L.P., a Virginia limited
partnership, its sole member






	 	 	 	By:
NNN Apartment REIT, Inc.,






a Maryland corporation




By: /s/ Shannon K S Johnson

Print Name: Shannon K.S. Johnson Title:

Chief Financial Officer





CARVEOUT OBLIGOR:




NNN APARTMENT REIT, INC.,






a Maryland corporation




By: /s/ Shannon K S Johnson

Print Name: Shannon K.S. Johnson

Title: Chief Financial Officer





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