EX-10.6






ENVIRONMENTAL INDEMNITY AGREEMENT




THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”), is dated effective as of
February 15, 2007, by NNN VF TIFFANY SQUARE, LLC, a Delaware limited liability company
(“Borrower”), and NNN 2003 VALUE FUND, LLC, a Delaware limited liability company (together
with Borrower being referred to herein collectively as “Indemnitor”), in favor of RAIT
PARTNERSHIP, L.P., a Delaware limited partnership (“Indemnitee”), and other Indemnified
Parties (as hereinafter defined).



BACKGROUND




A. Reference is made to the Background set forth in the Loan and Security Agreement of even
date herewith between Indemnitee and Borrower (together with any amendments, restatements or other
modifications, the “Loan Agreement”), which is hereby incorporated herein. Capitalized
terms used but not otherwise defined herein shall have the meanings set forth in the Loan
Agreement.



B. Indemnitee is unwilling to make the Loan unless Indemnitor executes and delivers this
Agreement to Indemnitee.



NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Indemnitor, intending to be legally bound
hereby, represents, warrants, covenants and agrees for the benefit of Indemnified Parties as
follows:



1. Definitions. As used in this Agreement, the following terms shall have the
following meanings:



“Environmental Law” means any present and future federal, state and local laws, statutes,
ordinances, rules, regulations and the like, as well as common law, relating to protection of human
health or the environment, Hazardous Substances, liability for or costs of Remediation or
prevention of Releases of Hazardous Substances or other actual or future danger to human health or
the environment, any wrongful death, personal injury or property damage that is caused by or
related to the presence, growth, proliferation, reproduction, dispersal, or contact with any
biological organism or portion thereof, including molds or other fungi, bacteria or other
microorganisms or any etiologic agents or materials; includes the following statutes, as amended,
any successor thereto, and any regulations promulgated pursuant thereto, and any state or local
statutes, ordinances, rules, regulations and the like addressing similar issues: the Comprehensive
Environmental Response, Compensation and Liability Act; the Emergency Planning and Community
Right-to-Know Act; the Hazardous Substances Transportation Act; the Resource Conservation and
Recovery Act (including Subtitle I relating to underground Storage Tanks); the Solid Waste Disposal
Act; the Clean Water Act; the Clean Air Act; the Toxic Substances Control Act; the Safe Drinking
Water Act; the Occupational Safety and Health Act; the Federal Water Pollution Control Act; the
Federal Insecticide, Fungicide and Rodenticide Act; the Endangered Species Act; the National
Environmental Policy Act; and the River and Harbors Appropriation Act; the Colorado Hazardous Waste
Act, C.R.S. Sections 26-15-101 et seq.; Colorado’s Hazardous Waste Sites law,
C.R.S. Sections 26-16-101 et seq.; the Colorado Hazardous Substances Act of 1973,
C.R.S. Sections 25-5-501 et seq.; the Colorado Water Quality Control Act, C.R.S.
Sections 25-8-101 et seq.; the Petroleum Storage Tanks law, C.R.S. Sections
8-20.5-101 et seq.; and includes any present and future federal, state and local
laws, statutes, ordinances, rules, regulations and the like, as well as common law, conditioning
transfer of property upon a negative declaration or other approval of a governmental authority of
the environmental condition of the Property; requiring notification or disclosure of Releases of
Hazardous Substances or other environmental condition of the Property to any governmental authority
or other person or entity, whether or not in connection with transfer of title to or interest in
property; imposing conditions or requirements in connection with permits or other authorization for
lawful activity; relating to nuisance, trespass or other causes of action related to the Property;
and relating to wrongful death, personal injury, or property or other damage in connection with any
physical condition or the presence of biological or etiologic agents or materials or use,
management, or maintenance of the Property.



“Hazardous Substances” includes any and all substances biological and etiologic agents or
materials (whether solid, liquid or gas) defined, listed, or otherwise classified as pollutants,
hazardous wastes, hazardous substances, hazardous materials, extremely hazardous wastes, or words
of similar meaning or regulatory effect under any present or future Environmental Laws or that may
have a negative impact on human health or the environment, including petroleum and petroleum
products, asbestos and asbestos-containing materials, polychlorinated biphenyls, lead, lead-based
paints, radon, radioactive materials, flammables and explosives, and any biological organism or
portion thereof (living or dead), including molds or other fungi, bacteria or other microorganisms,
or any etiologic agents or materials.



“Indemnified Parties” includes Indemnitee, any person who is or will have been involved in
originating the Loan or in servicing the Loan, any person in whose name the encumbrance created by
the Deed of Trust which is or will have been recorded, and persons who may hold or acquire or will
have held a full or partial interest in the Loan (including those who may acquire any interest in
mortgage pass through certificates or other securities evidencing a beneficial interest in the Loan
offered in a rated or unrated public offering or private investment, as well as custodians,
trustees and other fiduciaries who hold or have held a full or partial interest in the Loan for the
benefit of third parties), as well as the respective directors, officers, shareholders, partners,
employees, agents, servants, representatives, contractors, subcontractors, affiliates,
subsidiaries, participants, successors and assigns of any and all of the foregoing (including any
other person or entity who holds or acquires or will have held a participation or other full or
partial interest in the Loan or the Property, whether during the term of the Loan or as part of or
following foreclosure pursuant to the Loan) and including any successors by merger, consolidation
or acquisition of all or a substantial part of Indemnitee’s assets and business.



“Legal Action” means any claim, suit or proceeding, whether administrative or judicial in
nature.



“Losses” includes any claims, suits, liabilities (including strict liabilities),
administrative or judicial actions or proceedings, obligations, debts, damages, losses, costs,
expenses, diminutions in value (but only to the extent such diminution is realized by Indemnitee),
fines, penalties, charges, reasonable fees, expenses, costs of Remediation (whether or not
performed voluntarily), costs of assessing damages or losses, judgments, awards, amounts paid in
settlement, private damages foreseeable and unforeseeable consequential damages, litigation costs,
reasonable attorneys’ fees, reasonable engineers’ fees, reasonable environmental consultants’ fees,
and investigation costs (including costs for reasonable sampling, testing and analysis of soil,
water, air, building materials, and other materials and substances whether solid, liquid or gas),
of whatever kind or nature, and whether or not incurred in connection with any judicial or
administrative proceedings.



“Release” with respect to any Hazardous Substance includes any release, deposit, discharge,
emission, leaking, leaching, spilling, seeping, migrating, injecting, pumping, pouring, emptying,
escaping, dumping, disposing, or growth, proliferation, reproduction, or dispersal or other
movement or production of Hazardous Substances.



“Remediation” includes any response, remedial, removal, or corrective action; any activity to
cleanup, detoxify, decontaminate, contain or otherwise remediate any Hazardous Substance; any
actions to prevent, cure or mitigate any Release of any Hazardous Substance; any action to comply
with any Environmental Laws or with any permits issued pursuant thereto; and any inspection,
investigation, study, monitoring, assessment, audit, sampling and testing, laboratory or other
analysis, or evaluation relating to any Hazardous Substances.



“Storage Tanks” includes any underground or aboveground storage tanks, whether filled, empty,
or partially filled with any substance.



2. Environmental Representations and Warranties. Indemnitor represents and warrants
to Indemnified Parties that:



(a) Hazardous Substances. Based on its review of the environmental assessment of the
Property delivered to Indemnitee by Indemnitor prior to the date hereof (the “Environmental
Report”), there are no Hazardous Substances or Storage Tanks in, on, above, or under the
Property, except those that are either (i) of such types and in such quantities as are customarily
used or stored or generated for offsite disposal or otherwise present in or at properties of the
relevant property type, and in compliance with all Environmental Laws and with permits issued
pursuant thereto, or (ii) fully disclosed to and approved by Indemnitee in writing.



(b) No Releases. Based on its review of the Environmental Report, there are no past
(during Indemnitor’s period of ownership only), present or to Indemnitor’s knowledge, threatened
Releases of Hazardous Substances in, on, above, under or from the Property, except as described in
the Environmental Report.



(c) No Migration. Based on its review of the Environmental Report, to Indemnitor’s
knowledge, there is no threat of any Release of Hazardous Substances migrating to the Property,
except as described in the Environmental Report.



(d) No Violations. There is no past (during Borrower’s period of ownership only) or
present non-compliance with Environmental Laws, or with permits issued pursuant thereto, in
connection with the Property, except as described in the Environmental Report.



(e) No Notice. Indemnitor does not know of, and Indemnitor has not received, any
written or oral notice or other communication from any person (including a governmental entity)
relating to the presence of Hazardous Substances in, on, above, under or from the Property or
Remediation thereof, possible liability of any person pursuant to any Environmental Law or other
environmental conditions in connection with the Property, or any actual or potential administrative
or judicial proceedings in connection with any of the foregoing.



(f) Complete Disclosure. Indemnitor has truthfully and fully provided to Indemnitee,
in writing, any and all information relating to environmental conditions in, on, above, under or
from the Property that is known to Indemnitor and that is contained in files and records of
Indemnitor.



(g) Authorizations. To the best of Indemnitor’s knowledge, all notices, permits,
licenses, registrations, or similar authorizations, if any, required to be obtained or filed in
connection with the ownership, operation, or use of the Property, including in connection with the
existence of any Storage Tanks at the Property or the past or present generation, treatment,
storage, disposal, or Release of a Hazardous Substance into the environment, have been duly
obtained or filed and have been duly renewed or maintained.



(h) Property Compliance. To the best of Indemnitor’s knowledge, the Property and the
operations conducted thereon do not violate any applicable law, statute, ordinance, rule,
regulation, order, or determination of any governmental authority or any restrictive covenant or
deed restriction (recorded or otherwise), including all applicable zoning ordinances and building
codes, flood disaster laws and Environmental Laws. Furthermore, to Indemnitor’s knowledge, the
Property is maintained and has been maintained in such a manner as to prevent excess humidity or
accumulation of moisture that may promote the growth of molds or other fungi and other
microorganisms.



(i) Indemnitor’s Investigation. Indemnitor has obtained an Environmental Phase I Site
Assessment Report, and has determined, that no Hazardous Substances are or have been generated,
treated, stored, used, disposed of or Released in, on, above, under, from or about the Property,
except in compliance with applicable Environmental Laws.



(j) Other Properties. Neither Indemnitor, nor, to the best knowledge of Indemnitor,
any other person, including any predecessor owner, tenant, licensee, occupant, user, or operator of
all or any portion of the Property, has ever caused, permitted, authorized or suffered, and
Indemnitor will not cause, permit, authorize, or suffer, any Hazardous Substance to be placed,
held, located, or disposed of, on, under or about any other real property, all or any portion of
which is legally or beneficially owned (or any interest or estate therein which is owned) by
Indemnitor in any jurisdiction now or hereafter having in effect a so-called superlien law or
ordinance, the effect of which law or ordinance would be to create a lien on the Property to secure
any obligation in connection with the superlien law of such other jurisdiction.



(k) No Litigation. Except as otherwise previously disclosed to Indemnitee in writing,
there is no pending or, to the best of Indemnitor’s knowledge, threatened litigation, proceedings,
or investigations before or by any administrative agency in which any person alleges or is
investigating any alleged presence, Release, threat of Release, placement on, under, from or about
the Property, or the manufacture, handling, generation, transportation, storage, treatment,
discharge, burial, or disposal on, under, from or about the Property, or the transportation to or
from the Property, of any Hazardous Substance.



(l) No Communications. To Indemnitor’s knowledge, there have been no communications
or agreements with any governmental authority or any private entity, including any prior owners or
operators of the Property, relating in any way to the presence, Release, threat of Release,
placement on, under or about the Property, or the use, manufacture, handling, generation,
transportation, storage, treatment, discharge, burial, or disposal on, under or about the Property,
or the transportation to or from the Property, of any Hazardous Substance, except for
communications made in the ordinary course of business in connection with permits, reports, and
routine inspections issued, prepared or conducted by government agencies or authorities having
jurisdiction over the Property, which have not been fully disclosed to Indemnitee in writing.



3. Environmental Covenants. Indemnitor covenants and agrees with Indemnified Parties
that:



(a) Compliance. All uses and operations on or of the Property by Indemnitor shall be
in compliance with all Environmental Laws and permits issued pursuant thereto. Borrower shall make
commercially reasonable efforts to cause tenants at the Property to comply with Environmental Laws.



(b) No Releases. Borrower shall use its best efforts to prohibit the Releases of
Hazardous Substances in, on, above, under or from the Property.



(c) No Hazardous Substances. Borrower shall use its best efforts to prohibit the
presence of Hazardous Substances in, on, above or under the Property, except those that are either
(i) Hazardous Substances of such types and in such quantities as are customarily used or stored or
generated for offsite disposal or otherwise present in or at properties of the relevant property
type, and in compliance with all Environmental Laws and with permits issued pursuant thereto, or
(ii) fully disclosed to Indemnitee in writing and approved by Indemnitee.



(d) No Encumbrances. Indemnitor shall keep the Property free and clear of all liens
and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or
omission of Indemnitor or any other person (the “Environmental Liens”).



(e) Investigation. In addition to the Environmental Compliance Reports and
Environmental Remediation Reports (each as defined in Section 3(h) below), Indemnitor
shall, at its sole cost and expense, perform any environmental site assessment or other
investigation of environmental conditions in connection with the Property pursuant to any
reasonable written requests of Indemnitee (including sampling, testing and analysis of soil, water,
air, building materials, and other materials and substances whether solid, liquid or gas), but only
if Indemnitee has a reasonable basis for believing that such site assessment or other investigation
is warranted, and share with Indemnitee the reports and other results thereof, and Indemnitee and
other Indemnified Parties shall be entitled to rely on such reports and other results thereof.



(f) Remediation. Indemnitor shall, at its sole cost and expense, comply with all
written requests of Indemnitee to (i) reasonably effectuate Remediation of any condition (including
but not limited to a Release of a Hazardous Substance) in, on, above, under or from the Property,
to the extent required by Environmental Law; and (ii) comply with any Environmental Law.



(g) Prohibited Activities. Indemnitor shall not do, and Borrower shall not do or
allow any tenant or other user of the Property to do, any act or thing that violates any
Environmental Law.



(h) Monitoring. If Indemnitee has a reasonable basis for believing any Hazardous
Substance is present on the Property in violation of Environmental Law, Indemnitor shall upon
request of Indemnitee establish and maintain, at Indemnitor’s sole expense, a system to assure and
monitor continued compliance with Environmental Laws, which system shall include at a minimum
annual reviews of such compliance by employees or agents of Indemnitor who are familiar with the
requirements of the Environmental Laws and, at the request of Indemnitee no more than once each
year, obtaining a detailed review of such compliance of the environmental condition of the Property
(“Environmental Compliance Report”) in scope reasonably satisfactory to Indemnitee by an
environmental consulting firm approved in advance by Indemnitee; provided, however,
that if any Environmental Compliance Report indicates a violation of any Environmental Law or a
need for Remediation, such system shall include at the request of Indemnitee a detailed review
(“Environmental Remediation Report”) of the status of such violation by such environmental
consultant. Indemnitor shall furnish each Environmental Compliance Report or Environmental
Remediation Report to the Indemnitee within 60 days after Indemnitee so requests, together with
such additional information as Indemnitee may reasonably request. If Indemnitor fails to contract
for such an Environmental Compliance Report or Environmental Remediation Report after 10 days’
notice, or fails to provide either such report within 60 days, Indemnitee may order same, and
Indemnitor grants to Indemnitee and its employees, agents, contractors and consultants access to
the Property and a license (which is coupled with an interest and irrevocable while the Debt is
outstanding) to perform inspections and tests, including the taking of soil borings and air and
groundwater samples. All costs of such reports, inspections and tests shall be an obligation of
Indemnitor which Indemnitor promises to pay to Indemnitee pursuant to this Agreement. All such
costs shall constitute a portion of the Debt.



(i) Notice Of Release. Indemnitor shall promptly notify Indemnitee in writing of (i)
any presence or Release or future Release of Hazardous Substances in, on, above, under, from or
migrating towards the Property in violation of Environmental Law; (ii) any non-compliance with any
Environmental Laws related in any way to the Property; (iii) any actual Environmental Lien; (iv)
any Remediation of environmental conditions relating to the Property required by Environmental Law;
and (v) any written or oral notice or other communication of which Indemnitor becomes aware from
any source whatsoever relating in any way to the foregoing or any actual or potential
administrative or judicial proceedings in connection with anything referred to in this Agreement.



4. Indemnified Parties’ Rights; Cooperation and Access. Indemnified Parties and any
other person designated by Indemnified Parties (including any receiver, any representative of a
governmental entity, and any environmental consultant) shall have the right but not the obligation
to enter upon the Property at all reasonable times to assess any and all aspects of the
environmental condition of the Property and its use, including conducting any environmental
assessment or audit (the scope of which shall be determined in Indemnitee’s sole and absolute
discretion) and taking samples of soil, groundwater or other water, air, or building materials, and
conducting other invasive testing, all at the expense of Indemnified Parties, unless Indemnified
Parties have a reasonable basis for believing that Hazardous Substances are at the Property in
violation of Environmental Law, in which event Indemnitor shall pay all such expenses incurred in
connection therewith. Indemnitor shall cooperate with and provide access to Indemnified Parties
and any such person or entity designated by Indemnified Parties.



5. Indemnity.



(a) Indemnitor covenants and agrees at its sole cost and expense to protect, defend,
indemnify, release and hold harmless Indemnified Parties from and against any and all Losses
imposed upon or incurred by or asserted against any of them (other than those arising solely from a
state of facts that first came into existence after Indemnitee acquired title to the Property
through foreclosure or a deed in lieu thereof or realized its collateral pursuant to the Pledge
Agreement) and directly or indirectly arising out of or in any way relating to any one or more of
the following: (a) any presence of any Hazardous Substances in, on, above, or under the Property;
(b) any past, present or future Release of Hazardous Substances in, on, above, under or from the
Property; (c) any activity by Indemnitor, any person or entity affiliated with Indemnitor, and any
tenant or other user of the Property in connection with any actual, proposed or future use,
treatment, storage, holding, existence, disposition or other Release, generation, production,
manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or
transportation to or from the Property of any Hazardous Substances at any time located in, under,
on or above the Property; (d) any activity by Indemnitor, any person or entity affiliated with
Indemnitor, and any tenant or other user of the Property in connection with any actual or proposed
Remediation of any Hazardous Substances at any time located in, under, on or above the Property,
whether or not such Remediation is voluntary or pursuant to court or administrative order,
including but not limited to any removal, remedial or corrective action; (e) any past, present or
future non-compliance or violations of any Environmental Laws (or permits issued pursuant thereto)
in connection with the Property or operations thereon, including any failure by Indemnitor, any
person or entity affiliated with Indemnitor, and any tenant or other user of the Property to comply
with any order of any governmental authority in connection with any Environmental Laws, but not
including any non compliance or violations occurring as a result of the gross negligence or willful
misconduct of any of the Indemnified Parties; (f) the imposition, recording or filing or the future
imposition, recording or filing of any Environmental Lien encumbering the Property; (g) any
administrative processes or proceedings or judicial proceedings in any way connected with any
matter addressed in this Agreement not caused by the gross negligence or willful misconduct of any
of the Indemnified Parties; (h) any material misrepresentation or inaccuracy in any representation
or warranty made by Indemnitor herein or Indemnitor’s material breach or failure to perform any
covenants or other obligations pursuant to this Agreement; and (i) any diminution in value (but
only to the extent such diminution is realized by Indemnitee) of the Property in any way connected
with any occurrence or other matter referred to in this Agreement that is not caused by the gross
negligence or willful misconduct of any of the Indemnified Parties.



(b) Upon written request by any Indemnified Party, Indemnitor shall defend same (if requested
by any Indemnified Party, in the name of the Indemnified Party) by attorneys and other
professionals approved by the Indemnified Parties. If Indemnitor does not provide a defense by
attorneys and other professionals reasonably satisfactory to Indemnified Parties, any Indemnified
Party may, in its sole and absolute discretion, engage its own attorneys and other professionals to
defend or assist it, and, at the option of Indemnified Parties, their attorneys shall control the
resolution of any claim or proceeding. Upon demand, Indemnitor shall pay or, in the sole and
absolute discretion of the Indemnified Parties, reimburse, the Indemnified Parties for the payment
of reasonable fees and disbursements of attorneys, engineers, environmental consultants,
laboratories and other professionals in connection therewith.



7. Enforcement. Indemnified Parties may enforce the obligations of Indemnitor
hereunder without first resorting to or exhausting any security or collateral or without first
having recourse to Indemnitor under the Note, the Deed of Trust, the Pledge Agreement, or any other
Loan Documents or any of the Property, through foreclosure proceedings or otherwise;
provided, however, that nothing herein shall inhibit or prevent Indemnitee from
suing on the Note, foreclosing, or exercising any power of sale under, the Deed of Trust or the
Pledge Agreement, or exercising any other rights and remedies thereunder. This Agreement and
Indemnitor’s obligations hereunder shall be deemed and construed as unsecured obligations.
Further, this Agreement is not collateral or security for the Debt, unless Indemnitee expressly
elects in writing to make this Agreement additional collateral or security for the Debt, which
Indemnitee is entitled to do in its sole and absolute discretion. It is not necessary for an Event
of Default to have occurred for Indemnified Parties to exercise their rights pursuant to this
Agreement. Notwithstanding any provision of the Loan Agreement or the other Loan Documents, the
obligations pursuant to this Agreement are exceptions to any non-recourse or exculpation provisions
of the Loan Agreement or the other Loan Documents. Indemnitor is fully and personally liable for
such obligations, and its liability is not limited to the original or amortized principal balance
of the Loan or the value of the Property.



8. Survival. The obligations and liabilities of Indemnitor under this Agreement shall
fully survive indefinitely notwithstanding any termination of the Loan Agreement or payment of the
Debt.



9. Subrogation. Indemnitor shall take any and all reasonable actions, including
institution of Legal Action against third-parties, necessary or appropriate to obtain
reimbursement, payment or compensation from such persons responsible for the presence of any
Hazardous Substances at, in, on, under or near the Property or otherwise obligated by law to bear
the cost. Indemnified Parties shall be and hereby are subrogated to all of Indemnitor’s rights now
or hereafter in such claims.



10. No Third Party Beneficiary. The terms of this Agreement are for the sole and
exclusive protection and use of Indemnified Parties. No party shall be a third-party beneficiary
hereunder, and no provision hereof shall operate or inure to the use and benefit of any such third
party. It is agreed that those persons and entities included in the definition of Indemnified
Parties are not such excluded third party beneficiaries.



11. Intentionally Deleted.



12. Miscellaneous.



(a) Waiver of Notice. Indemnitor hereby expressly waives the right to receive any
notice from Indemnitee with respect to any matter for which this Agreement does not specifically
and expressly provide for the giving of notice by Indemnitee to Indemnitor. No release of any
security for the Loan or one or more extensions of time for payment of the Note or any installment
thereof, and no alteration, amendment or waiver of any provision of this Agreement, the Note or the
other Loan Documents made by agreement between Indemnitee or any other person, shall release,
modify, amend, waive, extend, change, discharge, terminate or affect the liability of Indemnitor or
any other person who may become liable for the payment of all or any part of the Loan under the
Note, this Agreement or the other Loan Documents.



(b) Jurisdiction; Court Proceedings. Indemnitor, to the fullest extent permitted by
law, hereby knowingly, intentionally and voluntarily, with and upon the advice of competent
counsel, (i) submits to personal, nonexclusive jurisdiction in the Commonwealth of Pennsylvania
with respect to any suit, action or proceeding by any person arising from, relating to or in
connection with the Loan Documents or the Loan, (ii) agrees that any such suit, action or
proceeding may be brought in any state or federal court of competent jurisdiction sitting in
Philadelphia, Pennsylvania, (iii) submits to the jurisdiction of such courts, (iv) agrees that it
will not bring any action, suit or proceeding in any forum other than Philadelphia, Pennsylvania
(but nothing herein shall affect the right of Indemnitee to bring any action, suit or proceeding in
any other forum), (v) irrevocably agrees not to assert any objection which it may ever have to the
laying of venue of any such suit, action or proceeding in any federal or state court located in
Pennsylvania and any claim that any such action, suit or proceeding brought in any such court has
been brought in an inconvenient forum, and (vi) consents and agrees to service of any summons,
complaint or other legal process in any such suit, action or proceeding by registered or certified
U.S. mail, postage prepaid, to Indemnitor, at the address for notices described herein and consents
and agrees that such service shall constitute in every respect valid and effective service (but
nothing herein shall affect the validity or effectiveness of process served in any other manner
permitted by law).



(c) Waiver of Jury Trial. INDEMNITOR, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY
KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE CONSULTATION OF COMPETENT COUNSEL,
WAIVES, RELINQUISHES AND FOREVER FORGOES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING,
INCLUDING ANY TORT ACTION, BROUGHT BY ANY PARTY TO THE LOAN DOCUMENTS AGAINST ANY OTHER BASED UPON,
ARISING OUT OF, OR IN ANY WAY RELATING TO OR IN CONNECTION WITH THE LOAN DOCUMENTS, THE LOAN OR ANY
COURSE OF CONDUCT, ACT, OMISSION, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF ANY PERSON (INCLUDING, WITHOUT LIMITATION, SUCH PERSON’S DIRECTORS, OFFICERS, PARTNERS,
MEMBERS, EMPLOYEES, AGENTS OR ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH SUCH PERSON), IN
CONNECTION WITH THE LOAN OR THE LOAN DOCUMENT, INCLUDING ANY COUNTERCLAIM WHICH INDEMNITOR MAY BE
PERMITTED TO ASSERT THEREUNDER OR WHICH MAY BE ASSERTED BY INDEMNITEE OR ITS AGENTS AGAINST
INDEMNITOR, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THIS WAIVER BY INDEMNITOR OF ITS
RIGHT TO A JURY TRIAL IS A MATERIAL INDUCEMENT FOR INDEMNITEE TO MAKE THE LOAN.



(d) Offsets, Counterclaims and Defenses. Indemnitor hereby knowingly waives the right
to assert any counterclaim, other than a compulsory counterclaim, in any action or proceeding
brought against Indemnitor by Indemnitee. Any assignee of the Loan Documents or any successor of
Indemnitee shall take the same free and clear of all offsets, counterclaims or defenses which are
unrelated to the Loan Documents which Indemnitor may otherwise have against any assignor of the
Loan Documents, and no such unrelated counterclaim or defense shall be interposed or asserted by
Indemnitor in any action or proceeding brought by any such assignee under such Loan Document. Any
such right to interpose or assert any such unrelated offset, counterclaim or defense in any such
action or proceeding is hereby expressly waived by Indemnitor.



(e) Voluntary Agreement. INDEMNITOR HEREBY REPRESENTS AND WARRANTS THAT INDEMNITOR IS
FULLY AWARE OF THE TERMS CONTAINED IN THE LOAN DOCUMENTS AND THAT INDEMNITOR HAS VOLUNTARILY AND
WITHOUT COERCION OR DURESS OF ANY KIND ENTERED INTO THE LOAN DOCUMENTS TO WHICH IT IS A PARTY.



(f) Further Assurances. Indemnitor agrees that it will execute and deliver such
further instruments and perform such further acts as may be requested by Indemnitee from time to
time to confirm the provisions of any Loan Document to which it is a party, to carry out more
effectively the purposes of this Agreement or the Loan Documents.



(g) Waiver. Indemnitor hereby waives and releases all errors, defects and
imperfections in any proceedings instituted by Indemnitee under the Loan Documents.



(h) Governing Law. This Agreement shall be governed by Colorado law without giving
effect to the principles of conflicts of laws.



13. Rules of Construction. This Agreement is governed by and hereby incorporates by
reference the Rules of Construction contained in the Loan Agreement, which shall apply with the
same effect as though fully set forth herein.



[SIGNATURES APPEAR ON FOLLOWING PAGE]






1






IN WITNESS WHEREOF, this Environmental Indemnity Agreement has been executed by Indemnitor and
is effective as of the day and year first above written.




INDEMNITOR:




NNN VF TIFFANY SQUARE, LLC, a Delaware limited liability
company



	 	 	 
	By:

	 	TRIPLE NET PROPERTIES, LLC, a Virginia

limited liability company, its manager
	 
	 	 
	
 
	 	By: /s/ Jeff Hanson [SEAL]

Name: Jeff Hanson

Title: Managing Director of Real Estate







	 	 	NNN 2003 VALUE FUND, LLC, a Delaware limited liability
company





	 	 	 
	By:

	 	TRIPLE NET PROPERTIES, LLC, a Virginia

limited liability company, its manager
	 
	 	 
	
 
	 	By: /s/ Jeff Hanson [SEAL]

Name: Jeff Hanson

Title: Managing Director of Real Estate






SIGNATURE PAGE TO ENVIRONMENTAL INDEMNITY





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