Reimbursement and Fee Agreement



 Exhibit 10.5 
 REIMBURSEMENT AND FEE AGREEMENT 
 THIS REIMBURSEMENT AND FEE
AGREEMENT dated as of October 13, 2011 (this “Agreement”) by and between TNP Strategic Retail Trust, Inc., a Maryland corporation (the “REIT”), TNP SRT Osceola Village, LLC, a Delaware limited
liability company (the “Borrower”) and Thompson National Properties, LLC, a Delaware limited liability company (the “Guarantor”). 
 WHEREAS, the Borrower has obtained a loan from American National Insurance Company, a Texas insurance company (the “Lender”), in the amount of up to $19,000,000 pursuant to that
certain Mortgage, Assignment of Rents, Security Agreement, Financing Statement and Fixture Filing dated as of the date hereof (as the same may be amended, modified or supplemented from time to time, the “Loan Agreement”) by and
between the Borrower and the Lender. 
 WHEREAS, as a condition precedent to the extension of the financial
accommodations provided under the Loan Agreement, the Lender has required the Guarantor to execute a certain Guaranty of obligations under a master lease (the “Master Lease”) between Borrower and TNP SRT Osceola Village Master Lessee, LLC,
a Delaware limited liability company (the “Guaranty”) dated on or about the date hereof; and 
 WHEREAS,
the parties hereto desire to formally evidence the obligation of the REIT to reimburse the Guarantor for any payment made by the Guarantor under the Guaranty and the REIT desires to compensate the Guarantor for the execution of the Guaranty and the
incurrence by the Guarantor of the liabilities thereunder. 
 NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties hereto agree as follows: 

Section 1. Definitions. The following terms shall have the meanings set forth below for the purposes of this
Agreement: 
 “Other Taxes” means any stamp or documentary taxes or any other excise or property taxes, charges
or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement. 
 “Taxes” shall mean present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto. 

Section 2. Reimbursement/Guaranty Fee. 
 (a) In the event the Guarantor makes any payment to the Lender pursuant to, or in respect of, the Guaranty, the REIT shall, within two business days after the REIT receives notice from the Guarantor that
the Guarantor has made such payment, reimburse the Guarantor in an amount equal to the amount so paid by the Guarantor under the Guaranty. 







 (b) In consideration of, and as a fee for, providing the Guaranty, the REIT agrees to pay
the Guarantor, on the date hereof, an upfront fee (the “Upfront Fee”) of $25,000. The Upfront Fee shall not be refundable, shall be payable in immediately available funds and shall not be subject to counterclaim or set-off for, or
otherwise be affected by, any claim or dispute relating to any other matter. 
 (c) In further consideration of, and as an
additional fee for, providing the Guaranty, the REIT agrees to pay the Guarantor a guaranty fee (the “Guaranty Fee”), for so long as the Guaranty is in place, calculated on a per annum basis of a year of 360 days and for the actual
number of days elapsed, equal to: (x) 0.25% multiplied by (y) the weighted-average amount of lease payments outstanding under the Master Lease through the remaining term of the Master Lease. As soon as the same is available, but no
later than 25 days after each lease year and the termination of the Master Lease, the Borrower shall deliver to the Guarantor and the REIT a detailed schedule setting forth the dates and amounts of all rental payments made by the Borrower under the
Master Lease during such period. The Guaranty Fee shall be calculated by the Guarantor promptly after receipt of such information. Payment of the Guaranty Fee shall be made by the REIT to the Guarantor no later than 30 days after each lease year and
the termination of the Master Lease. 
 (d) In the event the REIT fails to pay any amount hereunder when due, such amount shall
bear interest at a rate per annum equal to the one-month London interbank offered rate published from time to time by the Wall Street Journal plus 1.50% and such amount, together with such interest, shall be payable on demand.

 (e) The obligation to pay the foregoing amounts shall be (i) absolute and unconditional and shall not be subject to any
offset or counterclaim of any kind whatsoever and (ii) shall be due and payable notwithstanding (A) any lack of validity or enforceability of the documents and instruments evidencing the Loan Agreement, the Master Lease, the Guaranty or
any other agreement or instrument relating thereto; (B) any change, restructuring or termination of the organizational structure or existence of the Borrower or the REIT; (C) any acts of any governmental or quasi-governmental authority or
regulatory body affecting the Borrower and the REIT, including, but not limited to, any economic, political, regulatory or other events or any failure of any governmental or quasi-governmental authority or regulatory body to permit the Borrower or
the REIT to comply with the terms of this Agreement; or (D) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the REIT. 
 (f) (i) All payments by the REIT under this Agreement shall be made free and clear of, and without deduction or withholding for, any and all Taxes. 

(ii) In addition, the REIT shall pay any Other Taxes due in the present or future. 







 (iii) The REIT shall indemnify and hold harmless the Guarantor for the full amount of Taxes
or Other Taxes paid by the Guarantor and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. Payment
under this indemnification shall be made within five days from the date the Guarantor makes written demand therefor. 
 (iv) If
the REIT is required by law to deduct or withhold any Taxes or Other Taxes from or in respect of any sum payable hereunder, then: 
 (1) the sum payable shall be increased as necessary so that after making all required deductions or withholdings, the Guarantor receives an amount equal to the sum it would have received had no such
deductions or withholdings been made; and 
 (2) the REIT shall make such deductions or withholdings and pay the
full amount deducted to the relevant taxation or other authority in accordance with applicable law. 
 (v) Within 30 days after
the date of any payment by the REIT of Taxes or Other Taxes, the REIT shall furnish to the Guarantor the original or a certified copy of a receipt evidencing payment thereof, or other evidence of payment satisfactory to the Guarantor. 

(g) Simultaneously with the delivery by the Borrower to the Lender of its annual and quarterly financial statements, the Borrower shall
deliver a copy of same to the Guarantor. Within thirty days after receipt by the Borrower of any notices, correspondence or other communications from the Lender, the Borrower shall provide true and correct copies of such correspondence to the
Guarantor. 
 Section 3. Representations. The Borrower and REIT further represents to the Guarantor that:

 (a) Authorization. The Borrower and REIT, each have the right and power, and have taken all necessary action to
authorize it to execute, deliver and perform this Agreement in accordance with its terms. This Agreement has been duly executed and delivered by a duly authorized officer of the Borrower and the REIT, respectively, and this Agreement is a legal,
valid and binding obligation of the Borrower and the REIT enforceable against the Borrower and the REIT, respectively, in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other
laws affecting generally the enforcement of creditors’ rights. 
 (b) Compliance of Documents with Laws, etc. The
execution and delivery of this Agreement and the Master Lease do not and will not, by the passage of time, the giving of notice or otherwise: (i) require any government approval or violate any applicable law relating to the Borrower or REIT; or
(ii) conflict with, result in a breach of or constitute a default under, the organizational documents or by-laws of the Borrower or REIT, or any indenture, agreement or other instrument to which the Borrower or REIT is a party or by which it or
any of its properties may be bound. 







 Section 4. Benefits. This Agreement shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective successors and assigns (including any subsequent obligor under the Guaranty). The Guarantor may assign its rights and remedies hereunder (including the right to receive monies
hereunder) to any person or entity without the consent of the Borrower or the REIT; provided, however, that the Guarantor shall promptly notify the Borrower and the REIT of any such assignment by the Guarantor of this Agreement. The REIT may
not assign or transfer all or any part of this Agreement or its obligations hereunder without the prior written consent of the Guarantor. 
 Section 5. Governing Law/Jurisdiction. 
 (a) THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE. 
 (b) THE REIT HEREBY
SUBMITS TO THE NONEXCLUSIVE JURISDICTION AND VENUE OF THE FEDERAL DISTRICT COURT OF THE DISTRICT OF DELAWARE OR ANY STATE COURT LOCATED DELAWARE IN CONNECTION WITH ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. TO THE EXTENT
THAT THE REIT HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY (SOVEREIGN OR OTHERWISE) FROM JURISDICTION OF ANY COURT OR FROM LEGAL PROCESS (WHETHER THROUGH SERVICE OF NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION OR
OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, IT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS HEREUNDER. 

(c) EACH OF THE BORROWER, REIT AND GUARANTOR WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT. 
 Section 6. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns. 
 Section 7. Notices. Notices to the Borrower and REIT shall be delivered to the addresses set forth below their respective signature line via fax, hand delivery or overnight courier. All
such notices shall be effective: (i) if faxed, upon transmittal thereof (and a fax confirmation answer-back shall be deemed conclusive evidence of such delivery), (ii) if hand delivered, when so delivered and (iii) if via courier,
upon receipt by the Guarantor of confirmation of delivery from the courier. 
 [Signatures on Next Page] 







 IN WITNESS WHEREOF, the parties hereto have caused this Reimbursement and Fee
Agreement to be executed by their duly authorized officers as of the date first above written. 
  

			
	TNP STRATEGIC RETAIL TRUST, INC.
		
	By:	 	 /s/ James Wolford

	Name:	 	James Wolford
	Title:	 	Chief Financial Officer
	
	Address for Notices:
	
	TNP Strategic Retail Trust, Inc.
	1900 Main Street
	Suite 700
	Irvine, California 92614
	Fax (949) 252-0212


  

			
	THOMPSON NATIONAL PROPERTIES, LLC
		
	By:	 	 /s/ Jack Maurer

	Name:	 	Jack Maurer
	Title:	 	Vice Chairman, Partner
	
	Address for Notices:
	
	Thompson National Properties, LLC
	1900 Main Street
	Suite 700
	Irvine, California 92614
	Fax (949) 252-0212


 [Signatures continued next page] 

[Signature Page to TNP Strategic Retail Trust, Inc./Thompson National Properties LLC/TNP SRT Osceola 

Village, LLC Reimbursement and Fee Agreement] 







 
							
	 TNP SRT OSCEOLA VILLAGE, LLC

		
	By:	 	 TNP Strategic Retail Operating Partnership, L.P.,

    its sole member

			
		 	    By:	 	 TNP Strategic Retail Trust, Inc.
 its general partner 

				
		 		 	By:	 	 /s/ James Wolford

		 		 	Name:	 	James Wolford
		 		 	Title:	 	Chief Financial Officer
	
	Address for Notices:
	
	 TNP SRT Osciola Village, LLC

	 1900 Main Street

	 Suite 700

	 Irvine, California 92614

	 Fax (949) 252-0212




  
 [Signature
Page to TNP Strategic Retail Trust, Inc./Thompson National Properties LLC/TNP SRT Osceola 
 Village, LLC Reimbursement and
Fee Agreement]