EXHIBIT 10.10
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR
STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED
FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S
LICENSE NUMBER.
NOTICE: THIS INSTRUMENT SECURES, INTER ALIA, OBLIGATIONS WHICH PROVIDE FOR A
VARIABLE RATE OF INTEREST AND OBLIGATORY FUTURE CREDIT ADVANCES. ALL SUCH
OBLIGATORY FUTURE CREDIT ADVANCES SHALL HAVE THE SAME LIEN PRIORITY AS IF MADE
ON THE DATE HEREOF. [SEE THE FOLLOWING DEED OF TRUST FOR PARTICULARS.]
THIS DEED OF TRUST SHALL BE EFFECTIVE AS AND SHALL CONSTITUTE A FIXTURE FILING
FROM THE DATE OF ITS FILING FOR RECORD IN THE REAL PROPERTY RECORDS OF THE
COUNTY IN WHICH THE LAND (AS DEFINED HEREIN) IS LOCATED.
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DEED OF TRUST,
SECURITY AGREEMENT AND FIXTURE FILING
THIS DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING (hereinafter
referred to as this "Deed of Trust") is made and entered into as of the ___day
of
, 20___, by [NAME OF GRANTOR] a
("Grantor"), Grantor having as a business address
, Attn:
[title], to
, whose address is
,
, Texas ___, as
Trustee (including any successors or substitutes appointed as herein provided
from time to time, hereinafter referred to as "Trustee") for the benefit of
WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (hereinafter
referred to as "Wachovia"), having as a business address at 171 17TH Street,
N.W., GA 4506, Atlanta, Georgia 30363, Attn: Cathy Casey, as Agent for itself
and the other lenders from time to time party to the Credit Agreement (as
hereinafter defined) (Wachovia, in its capacity as Agent, hereinafter referred
to as the "Lender").
W I T N E S S E T H:
WHEREAS, NNN Apartment REIT Holdings, L.P., a Virginia limited partnership
("Borrower"), Lender and certain other financial institutions parties thereto
from time to time (the Lender, together with such other financial institutions,
the "Banks") are party to a Credit Agreement, dated as of
,
2006 (hereinafter together with any and all renewals, modifications,
consolidations and extensions thereof, referred to as the "Credit Agreement";
terms used but not defined herein shall have the meanings contained in the
Credit Agreement), pursuant to which the Banks have made a loan to Borrower up
to the original principal amount of TWO HUNDRED MILLION AND NO/100 DOLLARS
($200,000,000.00) (the "Loan"); and
WHEREAS, it is a condition precedent to the Banks' obligations under the
Credit Agreement that Grantor execute and deliver this Deed of Trust;
NOW, THEREFORE, FOR AND IN CONSIDERATION OF TEN AND NO/100 DOLLARS ($10.00)
AND OTHER GOOD AND VALUABLE CONSIDERATIONS, the receipt and sufficiency whereof
are hereby acknowledged by Grantor, and in order to secure the Secured
Obligations (as hereinafter defined), Grantor, with general warranty, does
hereby grant, bargain, sell, convey, transfer, assign, pledge, set over, confirm
and deliver in trust unto Trustee, and his substitutes, successors and assigns,
with power of sale, all of Grantor's estate, right, title and interest in, to
and