EXHIBIT 10.25**ENVIRONMENTAL INDEMNITY AGREEMENT**     This Environmental Indemnity Agreement (this “Agreement”), which is dated as ofFebruary 15, 2008, is executed by NNN WESTERN PLACE, LLC, a Delaware limited liability company, NNNWESTERN PLACE 1, LLC, a Delaware limited liability company, NNN WESTERN PLACE 2, LLC, a Delawarelimited liability company, NNN WESTERN PLACE 3, LLC, a Delaware limited liability company, NNNWESTERN PLACE 4, LLC, a Delaware limited liability company, NNN WESTERN PLACE 5, LLC, a Delawarelimited liability company, NNN WESTERN PLACE 6, LLC, a Delaware limited liability company, NNNWESTERN PLACE 7, LLC, a Delaware limited liability company, and GREIT — WESTERN PLACE, LP, a Texaslimited partnership (individually and collectively, the “Borrower”), GARY H. HUNT, W. BRANDINLOW, EDWARD A. JOHNSON, D. FLEET WALLACE, and GARY T. WESCOMBE, as Trustees of the G REITLiquidating Trust dated January 22, 2008, and NNN REALTY ADVISORS, INC., a Delaware corporation(individually and collectively, “Indemnitor”), as a condition of, and to induce WACHOVIABANK, NATIONAL ASSOCIATION, a national banking association (“Lender”), to make, a loan (the“Loan”) to Borrower evidenced or to be evidenced by a Promissory Note of even dateherewith, made by Borrower payable to the order of Lender in the face principal amount of$28,000,000.00 (the “Note”). The Loan is secured or to be secured by a Deed of Trust,Assignment, Security Agreement and Fixture Filing (the “Deed of Trust”) of even dateherewith, encumbering certain real and personal property as therein described (collectively, the“Property”), including the land described in Exhibit A which is attached hereto and made apart hereof.     1. Certain Definitions. As used in this Agreement:          “Claim” means any controversy or claim between one or more Obligors and Lender,whether arising in contract or tort or by statute, that arises out of or relates to this Agreement,including any renewals, extensions or modifications hereof.          “Cut-Off Date” means the earlier of the following two dates: (a) the date on whichthe indebtedness and obligations secured by the Deed of Trust have been paid and performed in fulland the Deed of Trust has been released; or (b) the date on which the lien of the Deed of Trust isfully and finally foreclosed or a conveyance by deed in lieu of such foreclosure is fully andfinally effective and possession of the Property has been given to and accepted by the purchaser orgrantee free of occupancy and claims to occupancy by Obligors and their heirs, devisees,representatives, successors and assigns; provided, however, that if such payment, performance,release, foreclosure or conveyance is challenged in proceedings under any Debtor Relief Law orotherwise, the Cut-Off Date shall be deemed not to have occurred until such challenge is validlyreleased, dismissed with prejudice or otherwise barred by law from further assertion.          “Debtor Relief Law” means any federal, state or local law, domestic or foreign, as nowor hereafter in effect relating to bankruptcy, insolvency, liquidation, receivership,reorganization, arrangement, composition, extension or adjustment of debts, or any similar lawaffecting the rights of creditors.
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          “Default” has the meaning ascribed to such term in the Deed of Trust and includes anybreach of any covenant, representation or warranty and any other default under this Agreement,subject to any applicable notice and cure period.          “Default Rate” has the meaning ascribed to such term in the Note.          “Environmental Assessment” means a report (including all drafts thereof) of anenvironmental assessment of the Property of such scope as may be requested by Lender or anotherIndemnified Party, including the taking of soil borings and air and groundwater samples and otherabove- and below-ground testing, by a consulting firm acceptable to such Indemnified Party and madein accordance with the established guidelines of such Indemnified Party.          “Environmental Claim” means any investigative, enforcement, cleanup, removal,containment, remedial or other private or governmental or regulatory action at any time threatened,instituted or completed pursuant to any applicable Environmental Requirement, against Borrower orany Obligor, against or with respect to the Property or any condition, use or activity on theProperty (including any such action against any Indemnified Party), and any claim at any timethreatened or made by any person against any Obligor or against or with respect to the Property orany condition, use or activity on the Property (including any such claim against any IndemnifiedParty), relating to damage, contribution, cost recovery, compensation, loss or injury resultingfrom or in any way arising in connection with any Hazardous Material or any EnvironmentalRequirement.          “Environmental Damages” means all claims, demands, liabilities (including strictliability), losses, damages (including consequential damages), causes of action, judgments,penalties, fines, reasonable costs and expenses (including fees, costs and expenses of attorneys,consultants, contractors, experts and laboratories), of any and every kind and character,contingent or otherwise, matured or unmatured, known or unknown, foreseeable or unforeseeable,made, incurred, suffered, brought, or imposed at any time and from time to time, and arising inwhole or in part from any of the following matters, regardless of whether caused by an Obligor or atenant or subtenant, or a prior owner of the Property or its tenant or subtenant, or any thirdparty:     (a) The presence of any Hazardous Material on the Property, or any escape, seepage,leakage, spillage, emission, release, discharge or disposal of any Hazardous Material on orfrom the Property, or the migration or release or threatened migration or release of anyHazardous Material to, from or through the Property, on or before the Cut-Off Date; or     (b) Any act, omission, event or circumstance existing or occurring in connection withthe handling, treatment, containment, removal, storage, decontamination, cleanup, transportor disposal of any Hazardous Material which is or was present on the Property on or beforethe Cut-Off Date; or     (c) The breach of any representation, warranty, covenant or agreement contained in thisAgreement because of any event or condition occurring or existing on or before the Cut-OffDate; or
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     (d) Any violation relating to the Property on or before the Cut-Off Date, of anyEnvironmental Requirement in effect on or before the Cut-Off Date, regardless of whether anyact, omission, event or circumstance giving rise to the violation constituted a violation atthe time of the occurrence or inception of such act, omission, event or circumstance; or     (e) Any Environmental Claim, or the filing or imposition of any environmental lienagainst the Property, because of, resulting from, in connection with, or arising out of anyof the matters referred to in the preceding clauses (a) through (d).     Without limiting the generality of the foregoing, “Environmental Damages” includes:(i) the investigation or remediation of any such Hazardous Material or violation of any suchEnvironmental Requirement, including the preparation of any feasibility studies or reports and theperformance of any cleanup, remediation, removal, response, abatement, containment, closure,restoration, monitoring or similar work required by any Environmental Requirement or necessary tohave full use and benefit of the Property as contemplated by the Loan Documents (including any ofthe same in connection with any foreclosure action or transfer in lieu thereof); (ii) injury ordamage to any person, property or natural resource occurring on or off the Property, including thecost of demolition and rebuilding of any improvements on real property; (iii) all liability to payor indemnify any person or governmental authority for costs expended in connection with any of thematters included within this definition of Environmental Damages; (iv) the investigation anddefense of any claim, whether or not such claim is ultimately defeated; and (v) the settlement ofany claim or judgment.          “Environmental Law” means any federal, state or local law, statute, ordinance, code,rule, regulation, license, authorization, decision, order, injunction, decree, or rule of commonlaw, and any judicial interpretation of any of the foregoing, which pertains to health or safety(as they relate to natural resources or the environment), any Hazardous Material, or theenvironment (including ground or air or water or noise pollution or contamination, and undergroundor aboveground tanks) and shall include the Solid Waste Disposal Act, 42 U.S.C. § 6901 et seq.; theComprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601 etseq. (“CERCLA”), as amended by the Superfund Amendments and Reauthorization Act of 1986(“SARA”); the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq.; the FederalWater Pollution Control 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.; the Safe Drinking Water Act, 42 U.S.C.§ 300f et seq.; and any other state or federal environmental statutes, and all rules, regulations,orders and decrees now or hereafter promulgated under any of the foregoing, as any of the foregoingnow exist or may be changed or amended or come into effect in the future.          “Environmental Requirement” means any Environmental Law, agreement or restriction, asthe same now exists or may be changed or amended or come into effect in the future, which pertainsto health or safety (as they relate to natural resources or the environment), any HazardousMaterial, or the environment, including ground, air, water or noise pollution or contamination, andunderground or aboveground tanks.
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          “Hazardous Material” means any substance, whether solid, liquid or gaseous: (a) whichis listed, defined or regulated as a “hazardous substance”, “hazardous waste” or “solid waste”, orotherwise classified as hazardous or toxic, in or pursuant to any Environmental Requirement; or (b)which is or which contains asbestos, radon, any polychlorinated biphenyl, urea formaldehyde foaminsulation, explosive or radioactive material, or motor fuel or other petroleum hydrocarbons; or(c) which causes or poses a threat to cause a contamination or nuisance on the Property or anyadjacent property or a hazard to the environment or to the health or safety of persons on theProperty.          “Indemnified Party” means each of the following persons and entities: (a) Lender orany subsequent holder of the Note; (b) Trustee; (c) any persons or entities owned or controlled by,owning or controlling, or under common control or affiliated with, Lender, any subsequent holder ofthe Note, and/or Trustee; (d) any participants and co-lenders in the Loan; (e) the directors,officers, partners, employees, attorneys and agents of each of the foregoing persons and entities;and (f) the heirs, personal representatives, successors and assigns of each of the foregoingpersons and entities.          “Loan Documents” has the meaning ascribed to such term in the Deed of Trust.          “Obligor” means any individual Borrower or Indemnitor and “Obligors” meanssome or all of the persons and entities comprising Borrower and/or Indemnitor, collectively.          “On” or “on”, when used with respect to the Property or any property adjacentto the Property, means “on, in, under, above or about.”          “Trustee” means the Trustee under the Deed of Trust.     2. Representations and Warranties. Each Obligor hereby represents and warrants to,and covenants with, Lender, that, except as disclosed in that certain Phase 1 Environmental SiteAssessment Report provided to Lender in connection with the closing of the Loan, as of the date ofrecordation of the Deed of Trust:          (a) During the period of Borrower’s ownership of the Property, the Property has not been usedfor industrial or manufacturing purposes, for landfill, dumping or other waste disposal activitiesor operations, for generation, storage, use, sale, treatment, processing, recycling or disposal ofany Hazardous Material, for underground or aboveground storage tanks, or for any other use thatcould give rise to the release of any Hazardous Material on the Property; to the best of Obligors’knowledge, no such use of the Property occurred at any time prior to the period of Borrower’sownership of the Property; and to the best of Obligors’ knowledge, no such use on any adjacentproperty occurred at any time prior to the date hereof;          (b) To the best of Obligors’ knowledge, there is no Hazardous Material, storage tank (orsimilar vessel) whether underground or otherwise, sump or well currently on the Property;          (c) Obligors have received no written notice and have no knowledge of any Environmental Claimor any completed, pending or proposed or threatened investigation or inquiry concerning thepresence or release of any Hazardous Material on the Property or any
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adjacent property or concerning whether any condition, use or activity on the Property or anyadjacent property is in violation of any existing Environmental Requirement;          (d) To the best of Obligors’ knowledge, the present conditions, uses and activities of and onthe Property do not violate any existing Environmental Requirement and the use of the Propertywhich Borrower (and each tenant and subtenant, if any) makes and intends to make of the Propertycomplies and will comply with all applicable existing Environmental Requirements;          (e) The Property does not appear on and to the best of Obligors’ knowledge has never been onthe National Priorities List, any federal or state “superfund” or “superlien” list,or any other list or database of properties maintained by any local, state or federal agency ordepartment showing properties which are known to contain or which are suspected of containing aHazardous Material;          (f) To the best of Obligors’ knowledge, no action has been taken to designate the Property asa hazardous waste property or border zone property or otherwise to restrict the land use of theProperty (including through a moratorium on new land uses), nor does any Obligor know of any basisfor such designation or other restriction;          (g) Obligors have never applied for and been denied environmental impairment liabilityinsurance coverage relating to the Property; and          (h) No Obligor, and to Obligors’ knowledge no tenant or subtenant, has obtained or is requiredto obtain any permit or authorization to construct, occupy, operate, use or conduct any activity onany of the Property by reason of any existing Environmental Requirement.     3. Violations. Prior to the Cut-Off Date, Obligors will not cause, commit, permit orallow to continue any violation of any Environmental Requirement (a) by any person or entity,including any Obligor, or (b) by or with respect to the Property or any use of or activity on theProperty. In addition, Obligors will not cause, permit or allow to continue the attachment of anyenvironmental lien to the Property. Obligors will not place, install, dispose of or release, orcause, permit, or allow the placing, installation, disposal, spilling, leaking, dumping or releaseof, any Hazardous Material or storage tank (or similar vessel) on the Property and will keep theProperty free of Hazardous Material. Notwithstanding the foregoing provisions of this Section3, Obligors shall not be in Default under this Section 3 should Obligors store minimalquantities of substances on the Property which technically could be considered Hazardous Material;provided that such substances are of a type and are held only in a quantity normally used inconnection with the construction, occupancy or operation of comparable buildings (such as cleaningfluids and supplies normally used in the day-to-day operation of business offices), and suchsubstances are being held, stored and used in compliance with all applicable EnvironmentalRequirements. The indemnity in Section 6 of this Agreement shall always apply to suchsubstances, and it shall be and continue to be the responsibility of Obligors to take all remedialactions required under and in accordance with Section 5 of this Agreement in the event ofany unlawful release of any such substance.
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     4. Notice to Lender. Obligors shall promptly deliver to Lender a copy of each reportpertaining to the Property or to any Obligor prepared by or on behalf of any Obligor pursuant toany Environmental Requirement. Obligors shall promptly advise Lender in writing of anyEnvironmental Claim or of the discovery of any Hazardous Material on the Property as soon as anyObligor first obtains knowledge thereof, including a full description of the nature and extent ofthe Environmental Claim and/or Hazardous Material and all relevant circumstances.     5. Remedial Actions.          (a) Except as permitted under Section 3 above, if any Hazardous Material is discoveredon the Property at any time, prior to the Cut-Off Date, and regardless of the cause, Obligors shallpromptly at Obligors’ sole risk and expense and solely under the names of Obligors or any of them:(i) remove, treat, and dispose of the Hazardous Material in compliance with all applicableEnvironmental Requirements, or if such removal is prohibited by any Environmental Requirement, takewhatever action as is required by any Environmental Requirement; and (ii) take such other action asis necessary to have the full use and benefit of the Property as contemplated by the LoanDocuments. Obligors at their sole expense shall provide Lender with satisfactory evidence of theactions taken as required in this clause (a). Obligors shall provide to Lender within thirty (30)days of Lender’s request a bond, letter of credit or other financial assurance evidencing toLender’s satisfaction that all necessary funds are readily available to pay the costs and expensesof the actions required by this clause (a) and to discharge any assessments or liens establishedagainst the Property as a result of the presence of the Hazardous Material on the Property.          (b) All remedial actions shall be conducted (i) in a diligent and timely fashion by licensedcontractors acting under the supervision of a consultant or consulting environmental engineer, and(ii) in accordance with all Environmental Requirements and all other applicable governmentalrequirements. The selection of the contractors and consultant or consulting environmental engineerfor the remedial actions, the contracts entered into with such parties, any disclosures to oragreements with any public or private agencies or parties relating to the remedial actions and anywritten plan for the remedial actions (and any changes thereto) shall each, at the option ofLender, be subject to the prior written approval of Lender, which approval shall not beunreasonably withheld, conditioned or delayed. Within fifteen (15) days after completion of suchremedial actions, Obligors shall obtain and deliver to Lender an Environmental Assessment of theProperty made after such completion which shall confirm to Lender’s satisfaction that all requiredremedial action as stated above has been taken and successfully completed and that there is noevidence or suspicion of any contamination or risk of contamination on the Property or any adjacentproperty or of violation of any Environmental Requirement with respect to any such HazardousMaterial.          (c) After the occurrence and during the continuance of a Default, Lender may, but shall neverbe obligated to, remove or cause the removal of any Hazardous Material from the Property (or ifremoval is prohibited by any Environmental Requirement, take or cause the taking of such otheraction as is required by any Environmental Requirement) if Obligors fail to promptly commence suchremedial actions following discovery and thereafter diligently prosecute the same to thesatisfaction of Lender (without limitation of Lender’s rights to declare a Default under any of theLoan Documents and to exercise all rights and remedies available by
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reason thereof). After the occurrence and during the continuance of a Default, Lender and itsdesignees are hereby granted access to the Property at any time or times, upon reasonable notice(which may be written or oral), and a license which is coupled with an interest and irrevocable, toremove or cause such removal or to take or cause the taking of any such other action.     6. Indemnity. **OBLIGORS HEREBY AGREE TO PROTECT, INDEMNIFY, DEFEND AND HOLDINDEMNIFIED PARTIES AND EACH OF THEM HARMLESS FROM AND AGAINST, AND, IF AND TO THE EXTENT PAID, TOREIMBURSE THEM ON DEMAND FOR, ANY AND ALL ENVIRONMENTAL DAMAGES. WITHOUT LIMITATION, THE FOREGOINGINDEMNITY SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO ENVIRONMENTAL DAMAGES WHICH INWHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER)INDEMNIFIED PARTY. HOWEVER, SUCH INDEMNITY SHALL NOT APPLY TO (a) A PARTICULAR INDEMNIFIED PARTYTO THE EXTENT THAT THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY OR ARISES OUT OF THE GROSSNEGLIGENCE OR WILLFUL MISCONDUCT OF THAT PARTICULAR INDEMNIFIED PARTY, OR (b) ENVIRONMENTAL DAMAGESCREATED OR ARISING SOLELY FROM EVENTS OR CONDITIONS FIRST EXISTING AFTER A FORECLOSURE SALE UNDERTHE DEED OF TRUST (OR A DEED IN LIEU THEREOF), BUT ONLY IF A PARTY OTHER THAN OBLIGORS OR ANAFFILIATE OF ANY OBLIGOR ACQUIRES TITLE TO THE PROPERTY, PROVIDED THAT ANY SUCH ENVIRONMENTALDAMAGES DO NOT DIRECTLY OR INDIRECTLY ARISE FROM OR RELATE TO ANY RELEASE OF OR EXPOSURE TO ANYHAZARDOUS MATERIALS (INCLUDING PERSONAL INJURY OR DAMAGE TO PROPERTY), NONCOMPLIANCE WITH ANYENVIRONMENTAL LAWS, OR REMEDIATION EXISTING PRIOR TO THE EVENT DESCRIBED ABOVE**. In any disputebetween Obligors and Lender as to whether Obligors are released from liability pursuant to theimmediately preceding sentence, Obligors shall bear the burden of proof with respect to whetherthey have been released from liability. Upon demand by any Indemnified Party, Obligors shalldiligently defend any Environmental Claim which affects the Property or which is made or commencedagainst such Indemnified Party, whether alone or together with Obligors or any other person, all atObligors’ own cost and expense and by counsel to be approved by such Indemnified Party in theexercise of its reasonable judgment. In the alternative, at any time any Indemnified Party mayelect to conduct its own defense through counsel selected by such Indemnified Party and at the costand expense of Obligors.     7. Binding Obligations; Survival. The representations, warranties, covenants andagreements in this Agreement shall be binding upon Obligors and their successors, assigns and legalrepresentatives and shall inure to the benefit of Indemnified Parties and each of them; provided,however, that Obligors may not assign this Agreement, or assign or delegate any of their rights orobligations under this Agreement, without the prior written consent of Lender in each instance.The representations, warranties, covenants and agreements in this Agreement shall not terminate onthe Cut-Off Date or upon the release, foreclosure or other termination of the Deed of Trust, butwill survive the Cut-Off Date, the payment in full of the indebtedness secured by the Deed ofTrust, foreclosure of the Deed of Trust or conveyance in lieu of foreclosure, the release ortermination of the Deed of Trust and any and all of the other Loan Documents, any investigation byor on behalf of any Indemnified Party, any proceeding under
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any Debtor Relief Law, and any other event whatsoever. Without limiting the generality of theforegoing, the obligations of Obligors to indemnify Indemnified Parties under Section 6after the Cut-Off Date shall be presumed, unless shown by a preponderance of evidence to thecontrary.     8. Environmental Assessments. If any Indemnified Party shall ever have reason tobelieve that any Hazardous Material affects the Property, or if any Environmental Claim is made orthreatened, or if a Default shall have occurred, or upon the occurrence of the Cut-Off Date ifrequested by any Indemnified Party, Obligors shall at their expense provide to such IndemnifiedParty from time to time, in each case within thirty (30) days after request by such IndemnifiedParty, an Environmental Assessment made after the date of such request. Obligors will cooperatewith each consulting firm making any such Environmental Assessment and will supply to theconsulting firm, from time to time and promptly on request, all information available to Obligorsto facilitate the completion of the Environmental Assessment. If Obligors fail to furnish anyIndemnified Party within ten (10) days after such Indemnified Party’s request with a copy of anagreement with an acceptable environmental consulting firm to provide such EnvironmentalAssessment, or if Obligors fail to furnish to any Indemnified Party such Environmental Assessmentwithin thirty (30) days after request by such Indemnified Party, the Indemnified Party may causeany such Environmental Assessment to be made at Obligors’ expense and risk. Indemnified Partiesand their designees are hereby granted access to the Property at any time or times, upon reasonablenotice (which may be written or oral), and a license which is coupled with an interest andirrevocable, to make or cause to be made such Environmental Assessments. Without limiting thegenerality of the foregoing, Obligors agree that Indemnified Parties will have all rights, powersand authority to enter and inspect the Property as is granted to the secured lender underapplicable law, and that any Indemnified Party will have the right to appoint a receiver to enterand inspect the Property to the extent such authority is provided under applicable law. Allreasonable costs and expenses incurred by any Indemnified Party in connection with anyEnvironmental Assessment conducted in accordance with this Section 8 shall be paid byObligors. Indemnified Parties shall be under no duty to make any Environmental Assessment of theProperty, and in no event shall any such Environmental Assessment by any Indemnified Party be orgive rise to a representation that any Hazardous Material is or is not present on the Property, orthat there has been or shall be compliance with any Environmental Requirement, nor shall Obligorsor any other person be entitled to rely on any Environmental Assessment made by or at the requestof any Indemnified Party. Indemnified Parties owe no duty of care to protect Obligors or any otherperson against, or to inform them of, any Hazardous Material or other adverse condition affectingthe Property.     9. Information. The results of all investigations conducted and/or EnvironmentalAssessments prepared by or for any Indemnified Party shall be and at all times remain the propertyof the Indemnified Party and under no circumstances shall any Indemnified Party have any obligationwhatsoever to disclose or otherwise make available to Obligors or any other party such results orany other information obtained by any Indemnified Party in connection with such investigations andreports. Notwithstanding the foregoing, Indemnified Parties hereby reserve the right, and Obligorshereby expressly authorize any Indemnified Party, to make available to any party (including anygovernmental agency or authority and any prospective bidder at any foreclosure sale of theProperty) any and all Environmental Assessments that any Indemnified Party may have with respect tothe Property. Obligors consent to Indemnified Parties notifying any party (either as part of anotice of sale or otherwise) of the availability of any or all of the
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Environmental Assessments and the information contained therein. Obligors acknowledge thatIndemnified Parties cannot control or otherwise assure the truthfulness or accuracy of theEnvironmental Assessments, and further acknowledge that the release of the EnvironmentalAssessments, or any information contained therein, to prospective bidders at any foreclosure saleof the Property may have a material and adverse effect upon the amount that a party may bid at suchsale. Obligors agree that Indemnified Parties shall have no liability whatsoever as a result ofdelivering any or all of the Environmental Assessments or any information contained therein to anythird party, and Obligors hereby release and forever discharge Indemnified Parties from any and allclaims, damages, or causes of action, arising out of, connected with or incidental to theEnvironmental Assessments or the delivery thereof.     10. Cross-Default with Loan Documents. Any Default under this Agreement shallconstitute a Default under the Loan Documents. In addition, any Default under any of the LoanDocuments shall constitute a Default hereunder.     11. Payable on Demand; Remedies. Any amounts to be paid under this Agreement byObligors (or any of them) from time to time shall be payable by Obligors within ten (10) businessdays after demand by Lender or any other Indemnified Party. In addition to any other rights orremedies Lender may have under this Agreement, at law or in equity, upon the occurrence of aDefault under this Agreement, Lender may (a) pursue any remedies available to it under applicablelaw, and/or (b) subject to the terms and conditions of this Agreement, do or cause to be donewhatever is necessary to cause the Property to comply with all Environmental Requirements, and thecost thereof shall become immediately due and payable upon demand by Lender, and if not paid whendue shall accrue interest at the Default Rate until paid. Without limiting any other rights orremedies of Lender, Obligors acknowledge and agree that Obligors’ failure to comply with the termsof this Agreement shall be a breach of contract such that Lender shall have the remedies providedunder applicable law for the recovery of damages and for the enforcement thereof. Lender’s actionfor the recovery of damages or enforcement of this Agreement shall not constitute an action orconstitute a money judgment for a deficiency or a deficiency judgment.     12. Unsecured Agreement; Not a Loan Document; Cumulative Rights. This Agreement isnot secured by the Deed of Trust or any other Loan Document or any collateral whatsoever. ThisAgreement is not one of the Loan Documents. Obligors and Lender intend for this Agreement to serveas Lender’s written demand and Obligors’ response concerning the environmental condition of theProperty. The liability of Obligors or any other person under this Agreement shall not be limitedor impaired in any way by any provision in the Loan Documents or applicable law limiting Obligors’or such other person’s liability or Lender’s recourse or rights to a deficiency judgment, or by anychange, extension, release, inaccuracy, breach or failure to perform by any party under the LoanDocuments, Obligors’ (and, if applicable, such other person’s) liability hereunder being direct andprimary and not as a guarantor or surety. Nothing in this Agreement or in any Loan Document shalllimit or impair any rights or remedies of Lender and/or any other Indemnified Party against anyObligor or any other person under any Environmental Requirement or otherwise at law or in equity,including any rights of contribution or indemnification.
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     13. Consideration. Obligors acknowledge that Lender has relied and will rely on therepresentations, warranties, covenants and agreements herein in closing and funding the Loan andthat the execution and delivery of this Agreement is an essential condition but for which Lenderwould not close or fund the Loan.     14. No Waiver. No delay or omission by any Indemnified Party to exercise any rightunder this Agreement shall impair any such right nor shall it be construed to be a waiver thereof.No waiver of any single breach or default under this Agreement shall be deemed a waiver of anyother breach or default. Any waiver, consent or approval under this Agreement must be in writingto be effective.     15. Notices. All notices, requests, consents, demands and other communicationsrequired or which any party desires to give hereunder shall be in writing (including, withoutlimitation, telecopy, telegraphic, telex, or cable communication) and shall be deemed sufficientlygiven or furnished if delivered by personal delivery, by courier, or by registered or certifiedUnited States mail, postage prepaid, addressed to the party to whom directed at the addressesspecified at the end of this Agreement (unless changed by similar notice in writing given by theparticular party whose address is to be changed) or by telegram, telex, or facsimile. Any suchnotice or communication shall be deemed to have been given either at the time of personal deliveryor, in the case of courier or mail, as of the date of first attempted delivery at the address andin the manner provided herein, or, in the case of telegram, telex or facsimile, upon receipt;provided, that service of a notice required by any applicable statute shall be considered completewhen the requirements of that statute are met. Notwithstanding the foregoing, no notice of changeof address shall be effective except upon actual receipt. This Section 15 shall not beconstrued in any way to affect or impair any waiver of notice or demand provided in any LoanDocument or to require giving of notice or demand to or upon any person in any situation or for anyreason.     16. Invalid Provisions. A determination that any provision of this Agreement isunenforceable or invalid shall not affect the enforceability or validity of any other provision anda determination that the application of any provision of this Agreement to any person orcircumstance is illegal or unenforceable shall not affect the enforceability or validity of suchprovision as it may apply to other persons or circumstances.     17. Construction. Whenever in this Agreement the singular number is used, the sameshall include plural where appropriate, and vice versa; and words of any gender in this Agreementshall include each other gender where appropriate. The headings in this Agreement are forconvenience only and shall be disregarded in the interpretation hereof. Reference to“person” or “entity” means firms, associations, partnerships, joint ventures,trusts, limited liability companies, corporations and other legal entities, including public orgovernmental bodies, agencies or instrumentalities, as well as natural persons. The words“include” and “including” shall be interpreted as if followed by the words“without limitation.”     18. Joint and Several Liability and Waivers by Obligors.          (a) Each Obligor agrees that it is jointly and severally liable to Indemnified Parties for thepayment of all obligations arising under this Agreement, and that such liability is
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independent of the obligations of the other Obligors. Any Indemnified Party may bring anaction against any Obligor, whether or not any action is brought against the other Obligors.          (b) Each Obligor agrees that any release which may be given by any Indemnified Party to theother Obligors will not release such Obligor from its obligations under this Agreement.          (c) Each Obligor waives any right to assert against any Indemnified Party any defense, setoff,counterclaim, or claims which such Obligor may have against the other Obligors or any other partyliable to Indemnified Parties or any of them for the obligations of Obligors under this Agreement.          (d) Each Obligor agrees that it is solely responsible for keeping itself informed as to thefinancial condition of the other Obligors and of all circumstances which bear upon the risk ofnonpayment. Each Obligor waives any right it may have to require Indemnified Parties to discloseto such Obligor any information which Indemnified Parties or any of them may now or hereafteracquire concerning the financial condition of the other Obligors.          (e) Each Obligor waives all rights to notices of acceptance of this Agreement and furtherwaives all rights to notices of default or nonperformance by any other Obligor under thisAgreement.          (f) Each Obligor waives any right of subrogation, reimbursement, indemnification andcontribution (contractual, statutory or otherwise), including any claim or right of subrogationunder any Debtor Relief Law, which such Obligor may now or hereafter have against any other Obligoror any other person with respect to the obligations incurred under this Agreement. Each Obligorwaives any right to enforce any remedy that any Indemnified Party now has or may hereafter haveagainst any other Obligor.     19. Indemnitor Waivers. Indemnitor waives:          (a) All statutes of limitations as a defense to any action or proceeding brought againstIndemnitor by any Indemnified Party, to the fullest extent permitted by law;          (b) Any right it may have to require Indemnified Party to proceed against Borrower, proceedagainst or exhaust any security held from Borrower, or pursue any other remedy in any IndemnifiedParty’s power to pursue;          (c) Any defense based on any claim that Indemnitor’s obligations exceed or are more burdensomethan those of Borrower;          (d) Any defense based on: (i) any legal disability of Borrower, (ii) any release, discharge,modification, impairment or limitation of the liability of Borrower to any Indemnified Party fromany cause, whether consented to by any Indemnified Party or arising by operation of law or from anybankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment ofdebtor-creditor relationships (“Insolvency Proceeding”) and (iii) any rejection ordisaffirmance of the Loan, or any part of it, or any security held for it, in any such InsolvencyProceeding;
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          (e) Any defense based on any action taken or omitted by any Indemnified Party in anyInsolvency Proceeding involving Borrower, including any election to have any Indemnified Party’sclaim allowed as being secured, partially secured or unsecured, any extension of credit by anyIndemnified Party to Borrower in any Insolvency Proceeding, and the taking and holding by anyIndemnified Party of any security for any such extension of credit;          (f) All presentments, demands for performance, notices of nonperformance, protests, notices ofprotest, notices of dishonor, notices of acceptance of this Agreement and of the existence,creation, or incurring of new or additional indebtedness, and demands and notices of every kind;and          (g) Any defense based on or arising out of any defense that Borrower may have to the paymentor performance of the Loan or any part of it.     20. Waivers of Subrogation and Other Rights.          (a) Upon a default by Borrower, Lender in its sole discretion, without prior notice to orconsent of Indemnitor, may elect to: (i) foreclose either judicially or nonjudicially against anyreal or personal property security it may hold for the Loan, (ii) accept a transfer of any suchsecurity in lieu of foreclosure, (iii) compromise or adjust the Loan or any part of it or make anyother accommodation with Borrower or Indemnitor, or (iv) exercise any other remedy against Borroweror any security. No such action by Lender shall release or limit the liability of Indemnitor, eachof whom shall remain liable under this Agreement after the action, even if the effect of the actionis to deprive Indemnitor of any subrogation rights, rights of indemnity, or other rights to collectreimbursement from Borrower for any sums paid to any Indemnified Party, whether contractual orarising by operation of law or otherwise. Indemnitor expressly agrees that under no circumstancesshall it be deemed to have any right, title, interest or claim in or to any real or personalproperty to be held by any Indemnified Party or any third party after any foreclosure or transferin lieu of foreclosure of any security for the Loan.          (b) Regardless of whether Indemnitor may have made any payments to any Indemnified Party,Indemnitor forever waives: (i) all rights of subrogation, all rights of indemnity, and any otherrights to collect reimbursement from Borrower for any sums paid to any Indemnified Party, whethercontractual or arising by operation of law (including the United States Bankruptcy Code or anysuccessor or similar statute) or otherwise, (ii) all rights to enforce any remedy that anyIndemnified Party may have against Borrower, and (iii) all rights to participate in any securitynow or later to be held by any Indemnified Party for the Loan.          (c) Indemnitor understands and acknowledges that if Lender forecloses judicially ornonjudicially against any real property security for the Loan, that foreclosure could impair ordestroy any ability that Indemnitor may have to seek reimbursement, contribution or indemnificationfrom Borrower or others based on any right Indemnitor may have of subrogation, reimbursement,contribution or indemnification for any amounts paid by Indemnitor under this Indemnity.Indemnitor further understands and acknowledges that in the absence of the provisions of thisIndemnity, such potential impairment or destruction of Indemnitor’s rights, if any, may entitleIndemnitor to assert a defense to this Indemnity. By executing this Agreement, Indemnitor freely,irrevocably and unconditionally: (i) waives and relinquishes that
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defense and agrees that Indemnitor will be fully liable under this Agreement even thoughLender may foreclose judicially or nonjudicially against any real property security for the Loan;(ii) agrees that Indemnitor will not assert that defense in any action or proceeding which anyIndemnified Party may commence to enforce this Agreement; (iii) acknowledges and agrees that therights and defenses waived by Indemnitor under this Agreement include any right or defense thatIndemnitor may have or be entitled to assert; and (iv) acknowledges and agrees that Lender isrelying on this waiver in making the Loan, and that this waiver is a material part of theconsideration which Lender is receiving for making the Loan.          (d) Indemnitor waives Indemnitor’s rights of subrogation and reimbursement and any otherrights and defenses available to Indemnitor, including, without limitation, (i) any defensesIndemnitor may have to the indemnity obligation by reason of an election of remedies by Lender and(ii) any rights or defenses Indemnitor may have by reason of protection afforded to the Borrowerwith respect to the obligation so guaranteed pursuant to the antideficiency or other laws of Texaslimiting or discharging the Borrower’s indebtedness.          (e) Indemnitor waives all rights and defenses arising out of an election of remedies by anyIndemnified Party, even though that election of remedies, such as a nonjudicial foreclosure withrespect to security for a guaranteed obligation, has destroyed any Indemnitor’s rights ofsubrogation and reimbursement against the Borrower.          (f) No provision or waiver in this Indemnity shall be construed as limiting the generality ofany other waiver contained in this Indemnity.     21. Additional Waivers. Indemnitor waives all rights and defenses that Indemnitor mayhave because Borrower’s debt is secured by real property. This means, among other things:          (a) Lender may collect from Indemnitor without first foreclosing on any real or personalproperty collateral pledged by Borrower.          (b) If Lender forecloses on any real property collateral pledged by Borrower:          (1) The amount of the debt may be reduced only by the price for which thatcollateral is sold at the foreclosure sale, even if the collateral is worth morethan the sale price.          (2) Lender may collect from Indemnitor even if Lender, by foreclosing on thereal property collateral, has destroyed any right Indemnitor may have to collectfrom Borrower.This is an unconditional and irrevocable waiver of any rights and defenses Indemnitor may havebecause Borrower’s debt is secured by real property.     22. Applicable Law. The laws of the State of Texas and applicable United Statesfederal law shall govern the rights and duties of the parties hereto and the validity, enforcementand interpretation hereof.
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     23. Lender Assigns; Disclosure of Information. Lender may, at any time, sell,transfer, or assign the Loan and any and all servicing rights with respect thereto, or grantparticipations therein or issue mortgage pass-through certificates or other securities evidencing abeneficial interest in a rated or unrated public offering or private placement. In the event ofany such sale, transfer or assignment of the Loan or any part thereof, the rights and benefitsunder this Agreement may be transferred therewith to the extent applicable to the Loan or partthereof being sold, transferred or assigned. Obligors waive notice of any sale, transfer orassignment of the Loan or any part thereof, and agree that failure to give notice of any such sale,transfer or assignment will not affect the liabilities of Obligors hereunder. Lender is herebyauthorized to disseminate any information it now has or hereafter obtains pertaining to theProperty or this Agreement, including credit and/or other information on Obligors and/or any partyliable, directly or indirectly, for any part of the obligations under this Agreement, to any actualor prospective assignee or participant with respect to the Loan, to any of Lender’s affiliates, toany regulatory body having jurisdiction over Lender, and to any other parties as necessary orappropriate in Lender’s reasonable judgment.     24. Execution; Modification. This Agreement may be executed in any number ofidentical counterparts, each of which shall be deemed an original for all purposes and all of whichconstitute, collectively, one agreement. This Agreement may be amended only by an instrument inwriting intended for that purpose executed jointly by an authorized representative of each partyhereto.     25. **WAIVER OF JURY TRIAL**. **TO THE EXTENT PERMITTED BY APPLICABLE LAW, OBLIGORS ANDLENDER HEREBY WAIVE TRIAL BY JURY IN RESPECT OF ANY “CLAIM” AS DEFINED IN****SECTION 1****. THISWAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY OBLIGORS AND LENDER, AND OBLIGORS AND LENDERHEREBY REPRESENT THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY PERSON OR ENTITYTO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. THISPROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT. OBLIGORS ANDLENDER ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS****SECTION 25****IN ANY PROCEEDING ASCONCLUSIVE EVIDENCE OF THIS WAIVER OF JURY TRIAL. EACH OBLIGOR FURTHER REPRESENTS AND WARRANTSTHAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BYINDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGALCOUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVERWITH COUNSEL.**[**REMAINDER OF PAGE INTENTIONALLY LEFT BLANK**]
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     THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTEDBY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NOUNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.     EXECUTED and DELIVERED as of the day and year first written above.       **BORROWER**: **NNN WESTERN PLACE, LLC**, a Delaware limited