exv10w17



 





EXHIBIT
10.17



NOTE



(MEZZANINE LOAN)



(Walker Ranch Property)




			
	$4,740,000.00
	 	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 “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 FOUR MILLION SEVEN HUNDRED FORTY
THOUSAND AND NO/100 DOLLARS ($4,740,000.00) (or such lesser amount as shall equal the aggregate
unpaid principal amount of Loans made by the Lender to the Borrower under the Mezzanine Credit
Agreement (as herein defined)), on the dates and in the principal amounts provided in the Mezzanine
Credit Agreement, and to pay interest on the unpaid principal amount owing hereunder, at the rates
and on the dates provided in the Mezzanine Credit Agreement.



     The date, amount of each Loan made by the Lender to the Borrower, and each payment made on
account of the principal thereof, shall be recorded by the Lender on its books and, prior to any
transfer of this Note, endorsed by the Lender on the schedule attached hereto or any continuation
thereof, provided that the failure of the 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 Mezzanine Credit Agreement or hereunder in respect of the Loans made by the
Lender.



     This Note is one of the Notes referred to in the Mezzanine Credit Agreement dated as of
October 31, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the
“Mezzanine Credit Agreement”), by and among the Borrower the financial institutions party thereto
and their assignees under Section 12.5 thereof (the “Lenders”), the Agent, and the other parties
thereto. Capitalized terms used herein, and not otherwise defined herein, have their respective
meanings given them in the Mezzanine Credit Agreement.



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



     Except as permitted by Section 12.5(d) of the Mezzanine Credit Agreement, this Note may not be
assigned by the 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 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:

Name:
	 	/s/ Stanley J. Olander, Jr.
 

Stanley J. Olander, Jr.
	 	 
	 

	 	 	 	Title:
	 	CEO	 	 
	 

	 	 	 	 	 	[SEAL]	 	 







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