exv10w12



 





EXHIBIT
10.12




SWINGLINE NOTE




			
	 	 	 
	$10,000,000.00
	 	October 31, 2006






     FOR VALUE RECEIVED, the undersigned, NNN APARTMENT REIT HOLDINGS, L.P., a Virginia limited
partnership (the “Borrower”), hereby promises to pay to the order of WACHOVIA BANK, NATIONAL
ASSOCIATION (the “Swingline Lender”) in care of Agent to Agent’s address at One Wachovia Center,
301 South College Street, Charlotte, North Carolina 28288, or at such other address as may be
specified in writing by the Agent to the Borrower, the principal sum of TEN MILLION AND NO/100
DOLLARS ($10,000,000.00) (or such lesser amount as shall equal the aggregate unpaid principal
amount of Swingline Loans made by the Swingline Lender to the Borrower under the Credit Agreement),
on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on
the unpaid principal amount owing hereunder, at the rates and on the dates provided in the Credit
Agreement.



     The date, amount of each Swingline Loan, and each payment made on account of the principal
thereof, shall be recorded by the Swingline Lender on its books and, prior to any transfer of this
Note, endorsed by the Swingline Lender on the schedule attached hereto or any continuation thereof,
provided that the failure of the Swingline Lender to make any such recordation or
endorsement shall not affect the obligations of the Borrower to make a payment when due of any
amount owing under the Credit Agreement or hereunder in respect of the Swingline Loans.



     This Note is the Swingline Note referred to in Credit Agreement dated as of October 31, 2006
(as amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among the Borrower, the financial institutions party thereto and their
assignees under Section 12.5 thereof (the “Lenders”), Wachovia Bank, National Association, as
Agent, and the other parties thereto, and evidences Swingline Loans made to the Borrower
thereunder. Terms used but not otherwise defined in this Note have the respective meanings
assigned to them in the Credit Agreement.



     The Credit Agreement provides for the acceleration of the maturity of this Note upon the
occurrence of certain events and for prepayments of Swingline Loans upon the terms and conditions
specified therein.



     Except as permitted by Sections 11.8 and 12.5(d) of the Credit Agreement, this Note may not be
assigned by the Swingline Lender to any other Person.



     THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
GEORGIA APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.



     The Borrower hereby waives presentment for payment, demand, notice of demand, notice of
non-payment, protest, notice of protest and all other similar notices.



     Time is of the essence for this Note.













 





     IN WITNESS WHEREOF, the undersigned has executed and delivered this Swingline Note under seal
as of the date first written above.



	 	 	 	 	 	 	 	 
	 	 	NNN APARTMENT REIT HOLDINGS, L.P., a Virginia limited partnership
	 
	 	 	 	 	 	 
	 	 	By:	 	NNN Apartment REIT, Inc., its sole General Partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Shannon K S. Johnson
	 

	 	 	 	 	 	 
	 	 	 	 	Name: Shannon K S. Johnson
	 	 	 	 	Title: Chief Financial Officer
	 
	 	 	 	 	[SEAL]








2