exv10w53






Exhibit 10.53




ENVIRONMENTAL AND HAZARDOUS

SUBSTANCES INDEMNITY AGREEMENT




Project Commonly Known As

“San Jacinto Esplanade Retail Center, San Jacinto, Riverside County, California”



     This Environmental and Hazardous Substances Indemnity Agreement (this “Indemnity Agreement”)
is executed and delivered as of the 11th day of August, 2010, by TNP SRT SAN JACINTO, LLC, a
Delaware limited liability company having an address of 1900 Main Street, Suite 700, Irvine,
California 92614 (“Property Borrower”), TNP STRATEGIC RETAIL OPERATING PARTNERSHIP, LP, a Delaware
limited partnership having an address at 1900 Main Street, Suite 700, Irvine, California 92614
(“Original Borrower”), and TNP STRATEGIC RETAIL TRUST, INC., a Maryland corporation having an
address at 1900 Main Street, Suite 700, Irvine, California 92614 (“REIT”) (collectively, Property
Borrower, Original Borrower, and the REIT are referred to herein as, the “Indemnitors” and
individually as an “Indemnitor”), to and for the benefit of KEYBANK NATIONAL ASSOCIATION, a
national banking association, as Agent (in such capacity, “Agent”), its successors and assigns, for
itself and any other lenders who become Lenders under the Loan Agreement (as hereinafter defined)
(collectively referred to as “Lenders” and each individually referred to as a “Lender”).



R E C I T A L S:




     A. Property Borrower, Original Borrower, Agent and Lenders are parties to that certain
Revolving Credit Agreement dated as of November 12, 2009 (as amended, restated and/or modified from
time to time, the “Loan Agreement”) whereby Lenders agree to provide to Original Borrower, Property
Borrower and any other borrowers (collectively “Borrowers”) who become Borrowers under the
revolving credit facility in a maximum principal amount of FIFTEEN MILLION DOLLARS ($15,000,000),
and which obligations of Original Borrower, Property Borrower and any other Borrowers to the
Lenders under the Loan Agreement are evidenced by, among other things, that certain Revolving
Credit Note dated as of November 12, 2009 by Original Borrower (later amended to include Property
Borrower and any other Borrowers) in favor of the Lenders and in the original principal amount of
FIFTEEN MILLION DOLLARS ($15,000,000) (as amended, restated and/or modified from time to time, the
“Note”). Capitalized terms used and not otherwise defined herein shall have the meanings given to
them in the Loan Agreement.



     B. A portion of the Loan is being used by Property Borrower to finance its acquisition of
approximately 11.54 acres of land located at 2181-2291 Esplanade Avenue, City of San Jacinto,
County of Riverside, State of California, and more particularly described on Exhibit A
attached hereto (the “Land”), which Land has been improved by approximately 56,473 square feet in
several buildings, together with surface parking for vehicles and additional improvements which may
exist now or which are hereafter constructed (collectively, the “Improvements”). The Land and the
Improvements shall be collectively referred to herein as the “Property”).



 









 





     C. As security for the Loan (but excluding the obligations of Borrowers under this Indemnity
Agreement), Property Borrower has executed and delivered to Agent (i) that certain Deed of Trust,
Assignment of Rents, Security Agreement and Fixture Filing dated of even date herewith made by
Property Borrower in favor of First American Title Insurance Company, as trustee for the benefit of
the Agent (as amended, restated and/or modified from time to time the “Deed of Trust” with respect
to the Property, and (ii) the other Loan Documents (as defined in the Loan Agreement).



     D. Borrowers and the REIT will derive financial benefit from the Loan evidenced and secured by
the Note, the Deed of Trust and the other Loan Documents.



     E. As a condition to making the Loan, Agent and Lenders require the Indemnitors to indemnify
Agent and Lenders upon the occurrence of certain events.



     F. Lenders have relied on the statements and agreements contained herein in agreeing to make
the Loan. The execution and delivery of this Indemnity Agreement by Indemnitors is a condition
precedent to the making of the Loan by Lenders.



A G R E E M E N T S:




     In consideration of the Recitals set forth above and hereby incorporated herein, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
Indemnitors hereby agree as follows:



     1. Definitions. (a) Capitalized terms used herein shall have the meanings set forth
in Section 1(b) of this Indemnity Agreement or in the specific sections of this Indemnity
Agreement. Initially capitalized terms used and not otherwise defined in this Agreement shall have
the meanings respectively ascribed to them in the Loan Agreement.



     (b) For purposes of this Indemnity Agreement, the following terms shall have the meanings as
hereinafter set forth:



          “Environmental Laws” means, collectively, all Laws related to or regulating or otherwise
related to Hazardous Material, drinking water, groundwater, wetlands, landfills, open dumps,
storage tanks, underground storage tanks, solid waste, waste water, storm water run-off, waste
emissions or wells. Without limiting the generality of the foregoing, the term shall encompass
each of the following statutes, and regulations promulgated thereunder, and amendments and
successors to such statutes and regulations, as may be enacted and promulgated from time to time:
the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. §9601 et
seq.), the Hazardous Materials Transportation Act (49 U.S.C. §1801 et
seq.), the Public Health Service Act (42 U.S.C. §300(f) et seq.), the
Pollution Prevention Act (42 U.S.C. §13101 et seq.), the Federal Insecticide, Fungicide and
Rodenticide Act (7 U.S.C. 5136 et seq.), the Resource Conservation and Recovery Act
(42 U.S.C. §6901 et seq.), the Federal Clean Water Act (33 U.S.C. §1251 et
seq.), the Federal Clean Air Act (42 U.S.C. §7401 et seq.), and any and all
applicable California and/or Federal statutes, laws and regulations regarding Hazardous Materials,
as amended or restated from time to time including any successor thereto, and any regulations
promulgated pursuant thereto



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          “Environmental Proceedings” means any proceedings, hearings or meetings, whether civil
(including actions by private parties), criminal, or administrative proceedings, relating to the
environmental conditions or any Hazardous Material at, under, upon, emanating to or from or
otherwise related to the Property.




          “Governmental Authority” means any federal, state, county or municipal government, or
political subdivision thereof, any governmental or quasi-governmental agency, authority, board,
bureau, commission, department, instrumentality, or public body, or any court, administrative
tribunal, or public utility.




          “Hazardous Material” means and includes gasoline, petroleum, asbestos containing materials,
explosives, radioactive materials or any hazardous or toxic material, substance or waste which is
defined by those or similar terms or is regulated as such under any Law of any Governmental
Authority having jurisdiction over the Property or any portion thereof or its use, including: (i)
any “hazardous substance” defined as such in (or for purposes of) the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C.A. § 9601(14) as may be amended from time to
time, or any so-called “superfund” or “superlien” Law, including the judicial interpretation
thereof; (ii) any “pollutant or contaminant” as defined in 42 U.S.C.A. § 9601(33); (iii) any
material now defined as “hazardous waste” pursuant to 40 C.F.R. Part 260; (iv) any petroleum,
including crude oil or any fraction thereof; (v) natural gas, natural gas liquids, liquefied
natural gas, or synthetic gas usable for fuel; (vi) any “hazardous chemical” as defined pursuant to
29 C.F.R. Part 1910; and (vii) any other toxic substance or contaminant that is subject to any
other Law or other past or present requirement of any Governmental Authority.




          “Indemnified Parties” means Agent, each Lender, Agent’s and each Lender’s parent, subsidiaries
and affiliates, each of their respective shareholders, directors, officers, employees and agents,
and the successors and assigns of any of them; and “Indemnified Party” shall mean any one of the
Indemnified Parties.




          “Laws” means, collectively, all federal, state and local laws, statutes, codes, ordinances,
orders, rules and regulations, including judicial and administrative decrees and opinions or
precedential authority in the applicable jurisdiction. Any reference above to a Law, includes the
same as it may be amended from time to time, including the judicial interpretation thereof.




          “Release” shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging,
injecting, storing, escaping, leaching, dumping, or discarding, burying, abandoning, or disposing
into the environment.




          “Threat of Release” shall mean a substantial likelihood of a Release which requires action to
prevent or mitigate damage to the environment which may result from such Release.




     2. Representations and Warranties. Each Indemnitor hereby represents and warrants to
Agent and Lenders (i) that, except as specifically disclosed in the Environmental Reports listed in
Exhibit B attached hereto and delivered on or before the date of this Indemnity



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Agreement (the “Environmental Documents”) to the best of its knowledge, (a) the Property has
been and is free from contamination by Hazardous Material, and (b) no Release of any Hazardous
Material has occurred on, onto or about the Property; (ii) that to its knowledge, except as
specifically disclosed in the Environmental Documents or the Loan Documents, the Property currently
complies, and will comply based on its anticipated use, with all Environmental Laws; (iii) that, to
Indemnitor’s knowledge in connection with the ownership, operation, and use of the Property, all
necessary notices have been filed and all required permits, licenses and other authorizations have
been obtained, including those relating to the generation, treatment, storage, disposal or use of
Hazardous Material; (iv) that to the best of its knowledge, except as disclosed in the
Environmental Documents, there is no present, past or threatened investigation, inquiry, judicial
or administrative proceeding, complaint, action, notice, order or claim relating to the
environmental condition of, or to events on or about, the Property; (v) except for the release and
indemnifications by Property Borrower in favor of the seller set forth in the Agreement of Purchase
and Sale and Joint Escrow Instructions pursuant to which Property Borrower is acquiring the
Property, it has not, nor will it, release or waive the liability of any previous owner, lessee or
operator of the Property or any party who may be potentially responsible for the presence of or
removal of Hazardous Material from the Property, nor has it made promises of indemnification
regarding Hazardous Material on the Property to any party, except as contained herein and in the
Loan Documents; (vi) to its knowledge, there are no existing or closed underground storage tanks or
other underground storage receptacles for Hazardous Materials on the Property; (vii) to its
knowledge, except as disclosed in the Environmental Documents, no notice received of a claim by any
party that any use, operation or condition of the Property or any of the Property Borrower’s
operations has caused any nuisance or any other liability or adverse condition on any other
property nor does the Property Borrower know of any basis for such a claim; and (viii) to its
knowledge, except as disclosed in the Environmental Documents, there are no agreements, consent
orders, decrees, judgments, license or permit conditions or other orders or directives of any
federal, state or local court, Governmental Authority or agreements, whether settlement agreements
or otherwise, with any third parties relating to the ownership, use, operation, sale, transfer or
conveyance of the Property that require any change in the present condition of the Property or any
work, repairs, construction, containment, clean up, investigations, studies, removal or other
remedial action or capital expenditures with respect to the Property.




     3. Covenants. Indemnitors shall



     (a) comply, and cause all other persons and entities on or occupying the Property to comply,
with all Environmental Laws in all material respects;



     (b) not install, use, generate, manufacture, store, treat, release or dispose of, nor permit
the installation, use, generation, storage, treatment, release or disposal of, Hazardous Material
on, under or about the Property except in compliance with all Environmental Laws;



     (c) immediately advise Agent in writing of:




     (i) any and all Environmental Proceedings;



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     (ii) the presence of any Hazardous Material in violation of any Environmental Law on,
under or about the Property of which Agent has not previously been advised in writing;




     (iii) any remedial action taken by, or on behalf of, any Indemnitor in response to any
Hazardous Material on, under or about the Property or to any Environmental Proceedings of
which Agent has not previously been advised in writing;




     (iv) the discovery by any Indemnitor of the presence of any Hazardous Material on,
under or about any real property or bodies of water immediately adjoining the Property in
violation of any Environmental Law; and




     (v) the discovery by any Indemnitor of any occurrence or condition on any real property
adjoining or in the vicinity of the Property that could cause the Property or any part
thereof to be subject to any restrictions on the ownership, occupancy, transferability or
use of the Property under any Environmental Law;


For the purposes hereof, the term “discovery” shall mean the date that Indemnitor acquires actual
knowledge of such fact or circumstance.




     (d) provide Agent with copies of all reports, analyses, notices, licenses, approvals, orders,
correspondences or other written materials in its possession or control relating to the presence of
Hazardous Material at the Property in violation of any Environmental Law or Environmental
Proceedings immediately upon receipt, completion or delivery of such materials;



     (e) not install or allow to be installed any tanks on, at or under the Property in violation
of any Environmental Law;



     (f) not create or permit to continue in existence any lien (whether or not such lien has
priority over the lien created by the Deed of Trust) upon the Property imposed pursuant to any
Environmental Law;



     (g) not change or alter the present use of the Property unless Indemnitors shall have notified
Agent thereof in writing and Agent shall have determined, in its sole and absolute discretion, that
such change or modification will not result in the presence of Hazardous Material in violation of
any Environmental Law on the Property in such a level that would increase the potential liability
for Environmental Proceedings; and



     (h) upon demand by an Indemnified Party, diligently defend any Environmental Proceeding or
claim related to the noncompliance of any Environmental Law with respect to the Property or the use
thereof, all at the Indemnitors’ own cost and expense and by counsel approved by Agent in the
exercise of its reasonable judgment; provided, however, that Agent may elect, at any time, to
conduct its own defense through counsel selected by Agent at the sole cost and expense of the
Indemnitors.



     4. Right of Entry and Disclosure of Environmental Reports. Subject to the Leases (as
defined in the Deed of Trust) and the rights of tenants thereunder, Property Borrower hereby grants
to Agent its agents, employees, consultants and contractors, an irrevocable license and
authorization to enter upon and inspect the Property, at reasonable times and upon



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reasonable advance notice, and to conduct such environmental audits and tests, including,
without limitation, subsurface testing, soils and groundwater testing, and other tests which may
physically invade the Property, which Agent, in its reasonable discretion, determines are necessary
or desirable. With respect to invasive testing, such as soil borings, Agent shall consult with
Property Borrower in advance of such tests. Agent agrees, however, that it shall not conduct any
such audits, unless an Event of Default exists under the Loan Documents or Agent has reason to
believe that such audit may disclose the Release, Threat of Release and/or presence of Hazardous
Material or unless any previously conducted environmental audit deems further testing necessary.
Without limiting the generality of the foregoing, Property Borrower agrees that Agent shall have
the right to appoint a receiver to enforce this right to enter and inspect the Property to the
extent such authority is provided under applicable law. All reasonable out-of-pocket costs and
expenses incurred by Agent in connection with any inspection, audit or testing conducted in
accordance with this Section 4 shall be paid by the Indemnitors upon demand by Agent. The
results of all investigations and reports prepared by Agent shall be and at all times remain the
property of Agent and under no circumstances shall Agent have any obligation whatsoever to disclose
or otherwise make available to Indemnitors or any other party such results or any other information
obtained by it in connection with such investigations and reports; provided, however, that if there
exists no Event of Default under the Loan Documents, if requested by Property Borrower, Agent shall
provide to Property Borrower a copy of the written report with respect to any inspection, audit or
testing for which Property Borrower has paid hereunder. Agent hereby reserves the right, and
Indemnitors hereby expressly authorize Agent to make available to any party in connection with a
sale of the Property any and all reports, whether prepared by Agent or prepared by Property
Borrower and provided to Agent (collectively, the “Environmental Reports”) which Agent may have
with respect to the Property. Each Indemnitor consents to Agent notifying any party under such
circumstances of the availability of any or all of the Environmental Reports and the information
contained therein. Each Indemnitor further agrees that Agent may disclose such Environmental
Reports to any governmental agency or authority if they reasonably believe that they are required
to disclose any matter contained therein to such agency or authority; provided that Agent shall
give Property Borrower at least 48 hours prior written notice before so doing. Each Indemnitor
acknowledges that Agent cannot control or otherwise assure the truthfulness or accuracy of the
Environmental Reports, and that the release of the Environmental Reports, or any information
contained therein, to prospective bidders at any foreclosure sale of the Property may have a
material and adverse effect upon the amount which a party may bid at such sale. Each Indemnitor
agrees that Agent (i) owes no duty of care to protect the Indemnitors or any other Person from, or
to inform the Indemnitors or any other Person of, any Hazardous Material or any other environmental
condition affecting the Property and (ii) shall not have any liability whatsoever as a result of
delivering any or all of the Environmental Reports or any information contained therein to any
Indemnitor or any other Person, and each Indemnitor hereby releases and forever discharges Agent
and Lenders from any and all claims, damages, or causes of action arising out of connected with or
incidental to the Environmental Reports or the delivery thereof.




     5. Indemnitor’s Remedial Work. Indemnitors shall promptly perform or with respect to
the corrective actions, if any, described in the Environmental Documents, cause to be performed any
and all necessary remedial work (“Remedial Work”) in response to any Environmental Proceedings
and/or required by applicable governmental authority having jurisdiction or the presence, storage,
use, disposal, transportation, discharge or release of any



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Hazardous Material on, under or about
any of the Property; provided, however, that Property Borrower shall perform or cause to be performed such Remedial Work so as to minimize any
impairment to Agent’s security under the Loan Documents.




     All Remedial Work shall be conducted:




     a. in a diligent and timely fashion by licensed contractors acting under the
supervision of a consulting environmental engineer;




     b. pursuant to a detailed written plan for the Remedial Work approved by any
public or private agencies or persons with a legal or contractual right to such
approval;




     c. with such insurance coverage pertaining to liabilities arising out of the
Remedial Work as is then customarily maintained with respect to such activities; and




     d. only following receipt of any required permits, licenses or approvals.



     The selection of the Remedial Work contractors and consulting environmental engineer, the
contracts entered into with such parties, any disclosures to or agreements with any public or
private agencies or parties relating to Remedial Work and the written plan for the Remedial Work
(and any changes thereto) shall each be subject to Agent’s prior written approval, which shall not
be unreasonably withheld or delayed. In addition, Indemnitors shall submit to Agent, promptly upon
receipt or preparation, copies of any and all reports, studies, analyses, correspondence,
governmental comments or approvals, proposed removal or other Remedial Work contracts and similar
information prepared or received by Indemnitors in connection with any Remedial Work, or Hazardous
Material relating to the Property. All costs and expenses of such Remedial Work shall be paid by
Indemnitors, including, without limitation, the charges of the Remedial Work contractors and the
consulting environmental engineer, any taxes or penalties assessed in connection with the Remedial
Work and Agent’s reasonable fees and out-of-pocket costs incurred in connection with monitoring or
review of such Remedial Work. Agent shall have the right but not the obligation to join and
participate in, as a party if it so elects, any legal proceedings or actions initiated in
connection with any Environmental Proceedings.



     6. Indemnity. Indemnitors, each jointly and severally, covenant and agree, at their
sole cost and expense, to indemnify, defend (at trial and appellate levels and with attorneys,
consultants and experts reasonably acceptable to Agent) and hold each Indemnified Party harmless
against and from any and all liens, damages, losses, liabilities, obligations, settlement payments,
penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments,
suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever
(including, without limitation, reasonable attorneys’, consultants’ and experts’ fees and
disbursements incurred in investigating, defending against, settling or prosecuting any claim,
litigation or proceeding) (collectively, “Expenses”) which may at any time be imposed upon,
incurred by or asserted or awarded against such Indemnified Party or the Property, and arising
directly or indirectly from or out of: (A) the Release or Threat of Release of any Hazardous
Materials on, in, under or affecting all or any portion of the Property or emanating from the
Property and affecting any areas surrounding the Property, regardless of whether or not caused



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by or within the control of Property Borrower; (B) a material violation of any Environmental
Law applicable to the Property or the Property Borrower, whether or not caused by or within
the control of Property Borrower; (C) the failure of Property Borrower to comply with the terms and
conditions of this Agreement in all material respects; (D) the violation of any Laws in connection
with other real property of Property Borrower which gives or may give rise to any rights whatsoever
in any party with respect to the Property by virtue of any Environmental Laws; (E) the enforcement
of this Agreement, including, without limitation, (i) the reasonable costs of assessment,
containment and/or removal of any and all Hazardous Materials in violation of any Environmental Law
from all or any portion of the Property or any surrounding areas impacted by any Hazardous
Materials emanating from the Property in violation of any Environmental Law, (ii) the costs of any
reasonable actions taken in response to a Release or Threat of Release of any Hazardous Materials
on, in, under or affecting all or any portion of the Property to prevent or minimize such Release
or Threat of Release, if required by applicable Environmental Laws, and (iii) reasonable costs
actually incurred to comply with all Laws (including all Environmental Laws) in connection with all
or any portion of the Property or any surrounding areas impacted by any Hazardous Materials
emanating from the Property; or (F) all foreseeable and all unforeseeable Expenses arising out of:
Environmental Proceedings or the use, generation, storage, discharge or disposal of Hazardous
Material in violation of any Environmental Law by Indemnitors, any prior owner or operator of the
Project or any person on or about the Project; (ii) any residual contamination affecting any
natural resource or the environment in violation of any Environmental Law; or (iii) any exercise by
Agent of any of its rights and remedies hereunder; and




     Indemnitors’ liability to the aforementioned indemnified parties shall arise upon the earlier
to occur of (1) discovery of any Hazardous Material in violation of any Environmental Law on, under
or about the Property, or (2) the institution of any Environmental Proceedings, and not upon the
realization of loss or damage, and Indemnitors shall pay to Agent from time to time, immediately
upon request, an amount equal to such Expenses, as reasonably determined by Agent. In addition, in
the event any Hazardous Material is removed, or caused to be removed from the Property, by
Indemnitors, Agent or any other person, the number assigned by the U.S. Environmental Protection
Agency to such Environmental Proceedings or any similar identification shall in no event be in the
name of Agent or identify the Agent as a generator, arranger or other designation. The foregoing
indemnity shall not include Expenses arising solely from Hazardous Material which first exist on
the Property following the date on which the Agent takes title to the Property, whether by
foreclosure of the Deed of Trust, deed-in-lieu thereof or otherwise.



     7. Remedies Upon Default. In addition to any other rights or remedies Agent may have
under this Indemnity Agreement, at law or in equity, in the event that Indemnitors shall fail to
timely comply with any of the provisions hereof, or in the event that any representation or
warranty made herein proves to be false or misleading when made in a material respect, then, in
such event, after (i) delivering written notice to Indemnitors, which notice specifically states
that Indemnitors have failed to comply with the provisions of this Indemnity Agreement; and (ii)
the expiration of the later to occur of the thirty (30) day period after receipt of such notice or
the cure period, if any, permitted under any applicable law, rule, regulation or order with which
Indemnitors shall have failed to comply, Agent may declare an Event of Default under the Loan
Documents and exercise any and all remedies provided for therein,



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and/or do or cause to be done whatever is reasonably necessary to cause the Property to comply with all Environmental Laws and
the cost thereof shall constitute an Expense hereunder and shall become immediately due and payable without notice and with interest thereon at the
Default Rate until paid. Subject to the Leases and rights of tenants thereunder, Indemnitors shall
give to Agent and its agents and employees access to the Property for the purpose of effecting such
compliance and hereby specifically grant to Agent a license, effective upon expiration of the
applicable period as described above, if any, to do whatever is necessary to cause the Property to
so comply, including, without limitation, to enter the Property and remove therefrom any Hazardous
Material in violation of an Environmental Law or otherwise comply with any Environmental Laws.




     8. Obligations. The obligations set forth herein, including, without limitation,
Indemnitors’ obligation to pay Expenses hereunder, are collectively referred to as, the
“Environmental Obligations”. Notwithstanding any term or provision contained herein or in the Loan
Documents, the Environmental Obligations are unconditional. Indemnitors shall be fully and
personally liable for the Environmental Obligations hereunder, and such liability shall not be
limited to the original principal amount of the Loan. The Environmental Obligations shall survive
the repayment of the Loan and any foreclosure, deed-in-lieu of foreclosure or similar proceedings
by or through which Agent, and Lender, or any of their affiliates, nominees, successors or assigns
or any other person bidding at a foreclosure sale may obtain title to the Property or any portion
thereof.



     The liabilities of Indemnitors under this Agreement shall in no way be limited or impaired by,
and each Indemnitor hereby consents to and agrees to be bound by, any amendment or modification of
the provisions of the Loan Documents to or with Agent by Property Borrower, Original Borrower or
any Borrower or Guarantor or any related party to or affiliate of Agent or any Lender who succeeds
Property Borrower as owner of the Property. In addition, notwithstanding any terms of any of the
Loan Documents to the contrary, the liability of each Indemnitor under this Indemnity Agreement
shall in no way be limited or impaired by: (i) any extensions of time for performance required by
any of the Loan Documents; (ii) any sale, assignment or foreclosure of the Note or the Deed of
Trust or any sale or transfer of all or part of the Property; (iii) any exculpatory provision in
any of the Loan Documents limiting Agent’s or any Lender’s recourse to property encumbered by the
Deed of Trust or to any other security, or limiting Agent’s or any Lender’s rights to a deficiency
judgment against Property Borrower or any other Borrower; (iv) the accuracy or inaccuracy of the
representations and warranties made by Property Borrower or any Borrower or Guarantor under any of
the Loan Documents; (v) the release of Property Borrower, any Borrower or Guarantor or any other
person from performance or observance of any of the agreements, covenants, terms or conditions
contained in the Loan Documents by operation of law, Agent’s or any Lender’s voluntary act, or
otherwise; (vi) the release or substitution, in whole or in part, of any security for the Note; or
(vii) Agent’s failure to record the Deed of Trust or file any UCC-1 financing statements (or
Agent’s improper recording or filing of any thereof) or to otherwise perfect, protect, secure or
insure any security interest or lien given as security for the Note; and, in any such case, whether
with or without notice to Property Borrower or any Guarantor and with or without consideration.



     Each Indemnitor waives any right or claim of right to cause a marshalling of Property
Borrower’s or any other Borrower’s assets or to cause Agent to proceed against any of the security
for the Loan before proceeding under this Indemnity Agreement against any Indemnitor



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or to proceed
against any Indemnitor in any particular order; each Indemnitor agrees that any payments required
to be made hereunder shall become due on demand; each Indemnitor
expressly waive and relinquish all rights and remedies (including any rights of subrogation)
accorded by applicable law to indemnitors or guarantors.




     9. Waiver. No waiver of any provision of this Indemnity Agreement nor consent to any
departure by Indemnitors therefrom shall in any event be effective unless the same shall be in
writing and signed by Agent and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given. No notice to or demand on Indemnitors shall
in any case entitle Indemnitors to any other or further notice or demand in similar or other
circumstances.



     10. Exercise of Remedies. No failure on the part of Agent to exercise and no delay in
exercising any right or remedy hereunder, at law or in equity, shall operate as a waiver thereof.
Agent shall not be estopped to exercise any such right or remedy at any future time because of any
such failure or delay; nor shall any single or partial exercise of any such right or remedy
preclude any other or further exercise of such right or remedy or the exercise of any other right
or remedy.



     11. Assignment. Agent may assign its interest under this Indemnity Agreement to any
successor to its respective interests in the Property or the Loan Documents. This Indemnity
Agreement may not be assigned or transferred, in whole or in part, by any Indemnitor and any
purported assignment by any Indemnitor of this Indemnity Agreement shall be void ab
initio and of no force or effect.



     12. Counterparts. This Indemnity Agreement may be executed in any number of
counterparts and by different parties in separate counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of such counterparts taken together shall
constitute but one and the same instrument.



     13. Governing Law. This Indemnity Agreement shall be governed by, and shall be
construed in accordance with, the laws of the State of California.



     14. Modifications. This Indemnity Agreement may be amended or modified only by an
instrument in writing which by its express terms refers to this Indemnity Agreement and which is
duly executed by Indemnitors and consented to in writing by Agent.



     15. Attorneys’ Fees. If Agent commences litigation for the interpretation,
enforcement, termination, cancellation or rescission of this Indemnity Agreement, or for damages
for the breach of this Indemnity Agreement, Agent shall be entitled to its reasonable attorneys’
fees (including, but not limited to, in-house counsel fees) and court and other costs incurred in
connection therewith.



     16. Interpretation. This Indemnity Agreement has been negotiated by parties
knowledgeable in the matters contained herein, with the advice of counsel, is to be construed and
interpreted in absolute parity, and shall not be construed or interpreted against any party by
reason of such party’s preparation of the initial or any subsequent draft of the Loan Documents or
this Indemnity Agreement.



10









 





     17. Severability. If any term or provision of this Indemnity Agreement shall be
determined to be illegal or unenforceable, all other terms and provisions in this Indemnity
Agreement shall nevertheless remain effective and shall be enforced to the fullest extent
permitted by law.



     18. Other Laws. Nothing in this Indemnity Agreement, and no exercise by Agent of its
rights or remedies under this Indemnity Agreement, shall impair, constitute a waiver of, or in any
way affect Agent’s rights and remedies with respect to Indemnitors under any Environmental Laws,
including without limitation, contribution provisions or private right of action provisions under
such Environmental Laws.



     19. Notices. Any notice, demand, request or other communication which any party hereto
may be required or may desire to give hereunder shall be in writing and shall be deemed to have
been properly given (a) if hand delivered, when delivered; (b) if mailed by United States Certified
Mail (postage prepaid, return receipt requested), three Business Days after mailing; (c) if by
Federal Express or other reliable overnight courier service, on the next Business Day after
delivered to such courier service; or (d) if by telecopier on the day of transmission so long as
copy is sent on the same day by overnight courier as set forth below:



	 	 	 

	Property Borrower:

	 	TNP SRT San Jacinto, LLC
	 

	 	1900 Main Street, Suite 700
	 

	 	Irvine, CA 92614
	 

	 	Attention: C.J. Osbrink
	 

	 	Telephone: (949) 833-8252
	 

	 	Facsimile: (949) 252-0212
	 
	 	 
	Original Borrower:

	 	TNP Strategic Retail Operating Partnership, LP
	 

	 	1900 Main Street, Suite 700
	 

	 	Irvine, CA 92614
	 

	 	Attention: C.J. Osbrink
	 

	 	Telephone: (949) 833-8252
	 

	 	Facsimile: (949) 252-0212
	 
	 	 
	REIT:

	 	TNP Strategic Retail Trust, Inc.
	 

	 	1900 Main Street, Suite 700
	 

	 	Irvine, CA 92614
	 

	 	Attention: C.J. Osbrink
	 

	 	Telephone: (949) 833-8252
	 

	 	Facsimile: (949) 252-0212
	 
	 	 
	Agent:

	 	KeyBank National Association
	 

	 	225 Franklin Street, 18th Floor
	 

	 	Boston, Massachusetts 02110
	 

	 	Attention: Christopher T. Neil, Senior Relationship Manager
	 

	 	Telephone (617) 385-6202
	 

	 	Facsimile (216) 385-6293






11









 






	 	 	 

	 

	 	with a copy (which shall not constitute notice) to:
	 
	 	 
	 

	 	Edwards Angell Palmer & Dodge LLP
	 

	 	2800 Financial Plaza
	 

	 	Providence, RI 02903
	 

	 	Attention: Gail E. McCann, Esq.
	 

	 	Telephone (401) 276-6527
	 

	 	Facsimile (888) 325-9041





or at such other address as the party to be served with notice may have furnished in writing to the
party seeking or desiring to serve notice as a place for the service of notice.




     20. Joint and Several Liability. Indemnitors agree that they shall each be jointly
and severally liable for the performance of the Environmental Obligations and all other obligations
of Indemnitors contained in this Indemnity Agreement.



     21. California Provisions. (a) The purpose of this Agreement is to protect Agent and
Lenders against liability, loss, damage, cost or expense with respect to Hazardous Materials and
Environmental Laws relating to the Property as provided in this Agreement, and not as security for
payment of the indebtedness of Borrowers to Lenders evidenced by the Notes or performance of the
obligations under the Deed of Trust. The obligations of Indemnitors under this Agreement are
separate from, independent of and in addition to the indebtedness and obligations under the Notes
and the Deed of Trust. The liability of Indemnitors under this Agreement shall not be limited to
or measured by the amount of the indebtedness owed under the Notes or the Deed of Trust or the
value of the Property. This Agreement is intended to be supplemental, and not in derogation of,
Agents and Lenders’ rights under California Civil Code Section 2929.5 and California Code of Civil
Procedure Sections 564, 726.5 and 736 and any successor sections thereof. This Agreement is not,
and shall not be deemed to be, secured by the Deed of Trust. Indemnitors shall be fully,
personally, jointly, and severally liable for all obligations of Indemnitors under this Agreement
and a separate action may be brought and prosecuted against Indemnitors on this Agreement.



     (b) The liability of Indemnitors under the Agreement shall not be subject to any limitation
set forth in the Notes, the Deed of Trust, or any of them, on personal liability for the payment of
the indebtedness evidenced by the Notes, or the remedies of Agent and Lenders for enforcement of
the obligations under the Notes or the Deed of Trust, or the recourse of Lender for satisfaction of
such obligations. Each Indemnitor acknowledges that no action for the enforcement of, or recovery
of damages under, this Agreement shall constitute either an action or a failure to foreclose first
against the Deed of Trust within the meaning of California Code of Civil Procedure Section 726,
which shall not apply to this Agreement, and no judgment against any Indemnitors in any action
pursuant to this Agreement shall constitute a money judgment or a deficiency judgment within the
meaning of California Code of Civil Procedure Sections 580a, 580b, 580d or 726. This Agreement and
the obligations of Indemnitors hereunder shall survive, and remain in full force and effect after a
full conveyance of any foreclosure sale under the Deed of Trust (whether by judicial action,
exercise of the power of sale, or otherwise) with respect to any release or threatened releases or
any past, present or future violation of any Environmental Laws at the Property which occurred, or
the onset of which occurred, before the reconveyance or



12









 




foreclosure sale, and Agent and Lenders shall have the right to enforce this Agreement after
any such reconveyance or foreclosure sale.




     (c) This Agreement shall not affect, impair or waive any rights or remedies of Agent and
Lenders or any obligations of Indemnitors with respect to Hazardous Materials created or imposed by
Environmental Laws (including Agent’s and Lenders’ rights of reimbursement or contribution under
any Environmental Law). The remedies in the Agreement are cumulative and in addition to all
remedies provided by law.



     (d) Property Borrower represents and warranties that, to its knowledge, (i) the Land has not
been designated as “border zone property” under the provisions of California Health and Safety Code
Section 25220 et seq. or any regulation adopted in accordance therewith; and (ii) and there has
been no occurrence or condition on any real property adjoining or in the vicinity of the Land that
is reasonably likely to cause the Land or any part thereof to be designated as border zone
property.



     (e) Each Indemnitor hereby waives and relinquishes to the fullest extent now or hereafter not
prohibited by applicable law all suretyship defenses and defenses in the nature thereof, including
without limitation any such defenses that may arise under or by reason of California Civil Code
Sections 2787 to 2855, inclusive. In addition, the provisions of Article 17 of the Fourth Omnibus
Amendment And Reaffirmation Of Loan Documents (which is one of the amendments to the Loan
Agreement) dated as of even date and the waivers in the Guaranty (as defined in the Loan Agreement)
are hereby incorporated herein by reference.


This Section is an unconditional and irrevocable waiver of any rights and defenses any Indemnitor
may have in the event that the Loan is secured by real property. These rights and defenses
include, but are not limited to, any rights or defenses based upon Sections 580a, 580b, 580d, or
726 of the California Code of Civil Procedure.




     22. Captions. The headings of each section herein are for convenience only and do not
limit or construe the contents of any provisions of this Indemnity Agreement.



     23. Full Recourse; Survival. The indemnity and other obligations contained in this
Agreement are not subject to any non-recourse or other limitation of liability provisions contained
in any of the Loan Documents, and the liability of Borrowers and REIT pursuant to this Agreement
shall not be limited by any such non-recourse or similar limitation of liability provisions. All
representations, warranties, covenants, and obligations of Borrowers and REIT in this Agreement
shall survive the payment or other satisfaction of the Loan.



     24. Environmental Indemnity Not Secured by Liens. By acceptance of this Agreement,
Agent and Lenders confirm their agreement and understanding that the obligations of Borrowers and
REIT under this Agreement be and remain unsecured by any interest in the Property. In this regard,
Agent’s appraisal of the value of the Property is such that Agent and Lenders are not willing to
accept the consequences, under California’s “One Form of Action” Rule (i.e., Section 726 of the
Code of Civil Procedure) and “Anti-Deficiency Rules” (i.e., Sections 580a, 580b and 580d of the
Code of Civil Procedure) of inclusion of this Agreement among the obligations secured by the Deed
of Trust. Borrowersand REIT acknowledge that



13









 




Agent and Lenders are unwilling to accept such consequences and that Lenders would not make
the Loan but for the personal unsecured liability undertaken by Borrowers and REIT .




     25. Independent Obligations; Conflict; Joint and Several Liability. The obligations
of Borrowers and REIT and the rights and remedies of Agent and Lenders in this Agreement are
independent from and are in addition to those pursuant to any of the other Loan Documents. Each
party executing this Agreement shall be jointly and severally liable for all Borrower and REIT
obligations under this Agreement.



(Signatures on Next Page)





14











 






     IN WITNESS WHEREOF, Indemnitors have caused this Indemnity Agreement to be executed as an
instrument under seal, as of the day and year first above written.



	 	 	 	 	 
	 	PROPERTY BORROWER:


TNP SRT SAN JACINTO, LLC, a Delaware

limited liability company

 	 
	 	By:  	TNP Strategic Retail Operating Partnership, LP, a Delaware
 	 
	 	 	limited liability company, its Sole Member 	 
	 	 	 	 



					
	 	By:  	TNP Strategic Retail Trust, Inc., a Maryland
 	 
	 	 	corporation, its General Partner 	 
	 	 	 	 



					
	 	By:  	/s/ Christopher S. Cameron
 	 
	 	 	Name:  	Christopher S. Cameron 	 
	 	 	Title:  	CFO, Secretary 	 
	 



	 	 	 	 	 
	 	ORIGINAL BORROWER:



TNP STRATEGIC RETAIL OPERATING 
PARTNERSHIP, LP, a
Delaware limited partnership

 	 
	 	By:  	TNP Strategic Retail Trust, Inc., a Maryland
 	 
	 	 	corporation, its General Partners 	 
	 	 	 	 



					
	 	By:  	/s/ Christopher S. Cameron
 	 
	 	 	Name:  	Christopher S. Cameron 	 
	 	 	Title:  	CFO, Secretary 	 
	 



	 	 	 	 	 
	 	REIT:



TNP STRATEGIC RETAIL TRUST, INC., a
 Maryland
corporation

 	 
	 	By:  	/s/ Christopher S. Cameron
 	 
	 	 	Name:  	Christopher S. Cameron 	 
	 	 	Title:  	CFO, Secretary 	 
	 



[Signature Page to Environmental Indemnity Agreement]









 









 








EXHIBIT A




LEGAL DESCRIPTION


PARCEL “A”



PARCEL A AS SHOWN ON EXHIBIT “B” OF LOT LINE ADJUSTMENT NO.
07-02 AS EVIDENCED BY DOCUMENT RECORDED MARCH 28, 2007 AS
INSTRUMENT NO. 2007-0211022 OF OFFICIAL RECORDS, BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS;



PORTIONS OF PARCELS 4 AND 8 OF PARCEL MAP NO. 33196, IN THE
CITY OF SAN JACINTO, COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 216, PAGES 72
AND 73 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER
OF SAID COUNTY, LYING WITHIN SECTION 32, TOWNSHIP 4 SOUTH,
RANGE 1 WEST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:



BEGINNING AT THE SOUTHEAST CORNER OF SAID PARCEL 4 OF SAID
PARCEL MAP NO. 33196, SAID POINT BEING ON THE SOUTHERLY LINE
OF SAID PARCEL MAP NO. 33196.



THENCE ALONG THE SOUTHERLY LINE OF SAID PARCEL MAP NO.
33196, NORTH 89° 54’ 46” WEST A DISTANCE OF 83.32 FEET;



THENCE LEAVING SAID SOUTHERLY LINE NORTH 00° 05’ 14” EAST A
DISTANCE OF 124.09 FEET TO A POINT ON THE NORTHERLY LINE OF
SAID PARCEL 4;



THENCE ALONG THE EASTERLY PROLONGATION OF THE NORTHERLY LINE
OF SAID PARCEL 4 SOUTH 89° 54’ 46” EAST A DISTANCE OF 234.80
FEET;



THENCE LEAVING SAID PROLONGATION SOUTH 00° 05’ 14” WEST A
DISTANCE OF 107.09 FEET TO A POINT ON THE SOUTHERLY LINE OF
SAID PARCEL MAP NO. 33196, SAID LINE BEING 73.00 FEET NORTH
OF THE CENTERLINE OF ESPLANADE AVENUE AS SHOWN ON SAID
PARCEL MAP NO. 33196;



THENCE ALONG THE SOUTHERLY LINE OF SAID PARCEL MAP NO. 33196
THE FOLLOWING COURSES:



SOUTH 45° 05’ 14” WEST A DISTANCE OF 24.04 FEET;



THENCE NORTH 89° 54’ 46” WEST A DISTANCE OF 134.48 FEET TO
THE POINT OF BEGINNING.







 









 








PARCEL “B”



PARCEL B AS SHOWN ON EXHIBIT “B” OF LOT LINE ADJUSTMENT NO.
07-02 AS EVIDENCED BY DOCUMENT RECORDED MARCH 28, 2007 AS
INSTRUMENT NO. 2007-0211022 OF OFFICIAL RECORDS, BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS;



PORTIONS OF PARCELS 6, 7 AND 8 OF PARCEL MAP NO. 33196, IN
THE CITY OF SAN JACINTO, COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 216, PAGES 72
AND 73, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER
OF SAID COUNTY, LYING WITHIN SECTION 32, TOWNSHIP 4 SOUTH,
RANGE 1 WEST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:



BEGINNING AT THE MOST NORTHWESTERLY CORNER OF PARCEL 6 OF
SAID PARCEL MAP NO. 33196, SAID POINT BEING THE NORTHWEST
CORNER OF SAID PARCEL MAP NO. 33196, SAID POINT ALSO BEING
78.00 FEET EAST OF THE CENTERLINE OF SANDERSON AVENUE AS
SHOWN ON SAID PARCEL MAP NO. 33196;



THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL MAP NO. 33196
SOUTH 89° 54’ 40” EAST A DISTANCE OF 389.59 FEET;



THENCE LEAVING SAID NORTHERLY LINE, SOUTH 00° 05’ 14” WEST A
DISTANCE OF 151.01 FEET;



THENCE NORTH 89° 54’ 46” WEST A DISTANCE OF 56.33 FEET;



THENCE SOUTH 00° 05’ 14” WEST A DISTANCE OF 108.16 FEET;



THENCE NORTH 89° 54’ 46” WEST A DISTANCE OF 83.75 FEET TO A
POINT ON THE WESTERLY LINE OF SAID PARCEL 7;



THENCE ALONG THE NORTHERLY PROLONGATION OF THE WESTERLY LINE
OF SAID PARCEL 7 NORTH 00° 05’ 14” EAST A DISTANCE OF 130.00
FEET;



THENCE LEAVING SAID NORTHERLY PROLONGATION NORTH 89° 54’ 46”
WEST A DISTANCE OF 18.00 FEET;



THENCE NORTH 00° 05’ 14” EAST A DISTANCE OF 107.17 FEET;



THENCE NORTH 89° 54’ 40” WEST A DISTANCE OF 231.52 FEET TO A
POINT ON THE WESTERLY LINE OF SAID PARCEL MAP NO. 33196 SAID
POINT BEING 78.00 FEET EAST OF THE CENTERLINE OF SANDERSON
AVENUE AS SHOWN ON SAID PARCEL MAP NO. 33196;




3









 







THENCE ALONG THE EASTERLY LINE OF SAID SANDERSON AVENUE,
NORTH 00° 06’ 56” EAST A DISTANCE OF 21.00 FEET TO THE POINT
OF BEGINNING.



PARCEL “C”



PARCEL C AS SHOWN ON EXHIBIT “B” OF LOT LINE ADJUSTMENT NO.
07-02 AS EVIDENCED BY DOCUMENT RECORDED MARCH 28, 2007 AS
INSTRUMENT NO. 2007-0211022 OF OFFICIAL RECORDS, BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS;



PORTIONS OF PARCELS 4, 6, 7, AND 8 OF PARCEL MAP NO. 33196,
IN THE CITY OF SAN JACINTO, COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 216 PAGES 72 AND
73, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY, LYING WITHIN SECTION 32, TOWNSHIP 4 SOUTH,
RANGE 1 WEST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:



BEGINNING AT THE SOUTHEAST CORNER OF PARCEL 2 OF SAID PARCEL
MAP NO. 33196;



THENCE ALONG THE EASTERLY LINE OF SAID PARCEL 2 THE
FOLLOWING COURSES:



NORTH 00° 05’ 14” EAST A DISTANCE OF 132.26 FEET;



THENCE NORTH 89°54’ 46” WEST A DISTANCE OF 28.00 FEET;



THENCE NORTH 00° 05’ 14” EAST A DISTANCE OF 30.00 FEET THE
NORTHEAST CORNER OF SAID PARCEL 2, SAID POINT BEING ON THE
WESTERLY PROLONGATION OF THE SOUTHERLY LINE OF SAID PARCEL
6;



THENCE ALONG SAID WESTERLY PROLONGATION, SOUTH 89° 54’ 46”
EAST A DISTANCE OF 28.00 FEET TO AN ANGLE POINT ON THE
WESTERLY LINE OF SAID PARCEL 6;



THENCE ALONG THE WESTERLY LINE OF SAID PARCEL 6 THE
FOLLOWING COURSE:



THENCE NORTH 00° 05’ 14” EAST A DISTANCE OF 42.50 FEET;



THENCE NORTH 89° 54’ 46” WEST A DISTANCE OF 18.00 FEET;



THENCE NORTH 00° 05’ 14” EAST A DISTANCE OF 66.50 FEET;



THENCE SOUTH 89° 54’ 46” EAST A DISTANCE OF 18.00 FEET;



THENCE NORTH 00° 05’ 14” EAST A DISTANCE OF 6.92 FEET TO THE
BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY HAVING A
RADIUS OF 30.00 FEET WITH A




4









 







RADIAL BEARING OF SOUTH 89° 54’ 46” EAST;



THENCE NORTHWESTERLY AND WESTERLY ALONG SAID CURVE THROUGH A
CENTRAL ANGLE OF 94° 54’ 51” AN ARC LENGTH OF 49.70 FEET;



THENCE SOUTH 85° 10’ 23” WEST A DISTANCE OF 119.40 FEET;



THENCE NORTH 89° 54’ 46” WEST A DISTANCE OF 50.00 FEET TO A
POINT ON THE WESTERLY LINE OF SAID PARCEL MAP NO. 33196 SAID
POINT BEING 78.00 FEET EAST OF THE CENTERLINE OF SANDERSON
AVENUE AS SHOWN ON SAID PARCEL MAP NO. 33196;



THENCE ALONG THE EASTERLY LINE OF SAID SANDERSON AVENUE,
NORTH 00° 06’ 56” EAST A DISTANCE OF 25.02 FEET;



THENCE LEAVING SAID EASTERLY LINE SOUTH 89° 54’ 4O” EAST A
DISTANCE OF 231.52 FEET;



THENCE SOUTH 00° 05’ 14” WEST A DISTANCE OF 107.17 FEET;



THENCE SOUTH 89° 54’ 46” EAST A DISTANCE OF 18.00 FEET TO A
POINT ON THE NORTHERLY PROLONGATION OF THE WESTERLY LINE OF
SAID PARCEL 7;



THENCE ALONG SAID NORTHERLY PROLONGATION, SOUTH 00° 05’ 14”
WEST A DISTANCE OF 130.00 FEET;



THENCE LEAVING THE WEST LINE OF SAID LOT 7, SOUTH 89° 54’
46” EAST A DISTANCE OF 83.75 FEET TO A POINT 10.00 FEET WEST
OF THE SOUTHERLY PROLONGATION OF THE EASTERLY LINE OF SAID
PARCEL 6;



THENCE ON A LINE PARALLEL WITH AND 10.00 FEET DISTANT FROM
THE EASTERLY LINE OF SAID PARCEL 6 NORTH 00° 05’ 14” EAST A
DISTANCE OF 108.16 FEET;



THENCE LEAVING SAID PARALLEL LINE, SOUTH 89° 54’ 46” EAST A
DISTANCE OF 56.33 FEET;



THENCE SOUTH 00° 05’ 14” WEST A DISTANCE OF 179.76 FEET;



THENCE NORTH 89° 54’ 46” WEST A DISTANCE OF 16.80 FEET;



THENCE SOUTH 00° 05’ 14” WEST A DISTANCE OF 112.56 FEET TO A
POINT ON A LINE THAT IS PARALLEL WITH AND 38.44 FEET DISTANT
NORTHERLY FROM THE NORTHERLY LINE OF PARCEL 4 OF SAID PARCEL
MAP NO. 33196;



THENCE ALONG SAID PARALLEL LINE, SOUTH 89° 54’ 46” EAST




5









 







A DISTANCE OF 38.75 FEET;



THENCE LEAVING SAID PARALLEL LINE, SOUTH 00° 05’ 14” WEST A
DISTANCE OF 162.53 FEET TO A POINT ON THE SOUTHERLY LINE OF
SAID PARCEL 4, SAID POINT BEING ON THE SOUTHERLY LINE OF
SAID PARCEL MAP NO. 33196, SAID LINE BEING 56.00 FEET NORTH
OF THE CENTERLINE OF ESPLANADE AVENUE AS SHOWN ON SAID
PARCEL MAP NO. 33196;



THENCE ALONG SAID SOUTHERLY LINE THE FOLLOWING COURSE:



NORTH 89° 54’ 46” WEST A DISTANCE OF 94.81 FEET;



THENCE NORTH 44° 54’ 46” WEST A DISTANCE OF 24.04 FEET;



THENCE NORTH 89° 54’ 46” WEST A DISTANCE OF 42.00 FEET TO
THE SOUTHWEST CORNER OF SAID PARCEL 4, SAID POINT ALSO BEING
THE SOUTHEAST CORNER OF PARCEL 3 OF SAID PARCEL MAP NO.
33196;



THENCE LEAVING SAID SOUTHERLY LINE, ALONG THE EASTERLY LINE
OF SAID PARCEL 3;



NORTH 00° 05’ 14” EAST A DISTANCE OF 107.09 FEET TO THE
NORTHWEST CORNER OF SAID PARCEL 4 OF SAID PARCEL MAP NO.
33196;



THENCE CONTINUING ALONG THE EASTERLY LINE OF SAID PARCEL 3
THE FOLLOWING COURSES:



NORTH 00° 05’ 14” EAST A DISTANCE OF 204.87 FEET;



THENCE NORTH 89° 54’ 46” WEST A DISTANCE OF 74.22 FEET;



THENCE NORTH 00° 5’ 14” EAST A DISTANCE OF 39.13 FEET TO A
POINT ON THE SOUTHERLY LINE OF SAID PARCEL 2;



THENCE ALONG THE SOUTHERLY LINE OF SAID PARCEL 2 SOUTH 89°
54’ 46” EAST A DISTANCE OF 18.00 FEET TO THE POINT OF
BEGINNING.



PARCEL “D”



PARCEL D AS SHOWN ON EXHIBIT “B” OF LOT LINE ADJUSTMENT NO.
07-02 AS EVIDENCED BY DOCUMENT RECORDED MARCH 28, 2007 AS
INSTRUMENT NO. 2007-0211022 OF OFFICIAL RECORDS, BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS;



PORTIONS OF PARCELS 6 AND 8 OF PARCEL MAP NO. 33196, IN THE
CITY OF SAN JACINTO, COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA, AS SHOWN BY MAP IN FILE IN BOOK 216 PAGES




6









 







72 AND 73, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY, LYING WITHIN SECTION 32, TOWNSHIP 4
SOUTH, RANGE 1 WEST, SAN BERNARDINO MERIDIAN, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:



COMMENCING AT THE NORTHEAST CORNER OF SAID PARCEL 8 OF
PARCEL MAP NO. 33196, SAID POINT BEING ON THE NORTHERLY LINE
OF SAID PARCEL MAP NO. 33196.



THENCE ALONG SAID NORTHERLY LINE SOUTH 89° 54’ 40” EAST A
DISTANCE OF 135.33 FEET TO THE TRUE POINT OF BEGINNING;



THENCE LEAVING SAID NORTHERLY LINE SOUTH 00° 05’ 14” WEST A
DISTANCE OF 329.77 FEET;



THENCE NORTH 89° 54’ 46” WEST A DISTANCE OF 16.80 FEET;



THENCE SOUTH 00° 05’ 14” WEST A DISTANCE OF 112.56 FEET TO A
POINT ON A LINE THAT IS PARALLEL WITH AND 38.44 FEET DISTANT
NORTHERLY FROM THE NORTHERLY LINE OF PARCEL 4 OF SAID PARCEL
MAP NO. 33196;



THENCE ALONG SAID PARALLEL LINE, SOUTH 89° 54’ 46” EAST A
DISTANCE OF 130.00 FEET;



THENCE LEAVING SAID PARALLEL LINE, NORTH 00° 05’ 14” EAST A
DISTANCE OF 119.33 FEET;



THENCE SOUTH 89° 54’ 46” EAST A DISTANCE OF 20.00 FEET;



THENCE NORTH 00° 05’ 14” EAST A DISTANCE OF 61.33 FEET;



THENCE NORTH 72° 23’ 24” EAST A DISTANCE OF 16.23 FEET;



THENCE NORTH 00° 05’ 14” EAST A DISTANCE OF 32.65 FEET;



THENCE NORTH 89° 54’ 46” WEST A DISTANCE OF 22.00 FEET;



THENCE NORTH 00° 05’ 14” EAST A DISTANCE OF 224.08 FEET TO A
POINT ON THE NORTHERLY LINE OF SAID PARCEL 8;



THENCE ALONG SAID NORTHERLY LINE NORTH 89° 54’ 40” WEST A
DISTANCE OF 126.67 FEET TO THE TRUE POINT OF BEGINNING.



PARCEL “E”



PARCEL E AS SHOWN ON EXHIBIT “B” OF LOT LINE ADJUSTMENT NO.
07-02 AS EVIDENCED BY DOCUMENT RECORDED MARCH 28, 2007 AS
INSTRUMENT NO. 2007-0211022 OF OFFICIAL RECORDS, BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS;




7









 







PORTIONS OF PARCELS 8, 9, AND 10 OF PARCEL MAP NO. 33196, IN
THE CITY OF SAN JACINTO, COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA, AS SHOWN BY MAP IN FILE IN BOOK 216 PAGES 72 AND
73, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY, LYING WITHIN SECTION 32, TOWNSHIP 4 SOUTH,
RANGE 1 WEST, SAN BERNARDINO MERIDIAN, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:



BEGINNING AT THE NORTHEAST CORNER OF SAID PARCEL 8 OF SAID
PARCEL MAP NO. 33196, SAID POINT BEING ON THE NORTHERLY LINE
OF SAID PARCEL MAP NO. 33196



THENCE ALONG SAID NORTHERLY LINE SOUTH 89° 54’ 40” EAST A
DISTANCE OF 133.50 FEET TO A POINT 11.75 FEET WEST OF THE
NORTHEAST CORNER OF SAID PARCEL 9;



THENCE ON A LINE PARALLEL WITH AND 11.75 FEET DISTANT FROM
THE EASTERLY LINE OF SAID PARCEL 9 SOUTH 00° 05’ 14” WEST A
DISTANCE OF 253.17 FEET TO A POINT ON THE EASTERLY LINE OF
SAID PARCEL 9;



THENCE ALONG SAID EASTERLY LINE, LEAVING SAID PARALLEL LINE
SOUTH 25° 06’ 15” WEST A DISTANCE OF 5.32 FEET TO AN ANGLE
POINT ON THE EASTERLY LINE OF SAID PARCEL 9;



THENCE ALONG SAID EASTERLY LINE SOUTH 00° 05’ 14” WEST A
DISTANCE OF 36.00 FEET TO THE SOUTHEAST CORNER OF SAID
PARCEL 9;



THENCE ON A SOUTHERLY PROJECTION OF THE EASTERLY LINE OF
SAID PARCEL 9 SOUTH 00° 05’ 14” WEST A DISTANCE OF 42.17
FEET;



THENCE LEAVING SAID SOUTHERLY PROJECTION NORTH 89° 54’ 46”
WEST A DISTANCE OF 73.00 FEET TO A POINT ON THE EASTERLY
LINE OF SAID PARCEL 8;



THENCE ALONG SAID EASTERLY LINE THE FOLLOWING COURSES:



SOUTH 00° 05’ 14” WEST A DISTANCE OF 119.83 FEET;



THENCE SOUTH 04° 39’ 40” WEST A DISTANCE OF 25.08 FEET;



THENCE SOUTH 00° 05’ 14” WEST A DISTANCE OF 106.86 FEET TO A
POINT ON THE SOUTHERLY LINE OF SAID PARCEL MAP NO. 33196,
SAID LINE BEING 73.00 FEET NORTH OF THE CENTERLINE OF
ESPLANADE AVENUE AS SHOWN ON SAID PARCEL MAP NO. 33196, SAID
POINT BEING THE SOUTHEAST CORNER OF SAID PARCEL 8;



THENCE ALONG SAID SOUTHERLY LINE NORTH 89° 54’ 46” WEST A
DISTANCE OF 40.00 FEET TO AN ANGLE POINT OF




8









 







SAID SOUTHERLY LINE;



THENCE LEAVING SAID SOUTHERLY LINE NORTH 00° 05’ 14” EAST A
DISTANCE OF 107.09 FEET TO A POINT ON THE EASTERLY
PROLONGATION OF THE NORTHERLY LINE OF PARCEL 4 OF SAID
PARCEL MAP NO. 33196;



THENCE ALONG SAID EASTERLY PROLONGATION NORTH 89° 54’ 46”
WEST A DISTANCE OF 143.61 FEET TO THE NORTHEAST CORNER OF
SAID PARCEL 4;



THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL 4 NORTH 89°
54’ 46” WEST A DISTANCE OF 91.19 FEET;



THENCE LEAVING SAID NORTHERLY LINE NORTH 00° 05’ 14” EAST A
DISTANCE OF 38.44 FEET TO A POINT ON A LINE THAT IS PARALLEL
WITH AND 38.44 FEET DISTANT NORTHERLY FROM THE NORTHERLY
LINE OF SAID PARCEL 4;



THENCE ALONG SAID PARALLEL LINE, SOUTH 89° 54’ 46” EAST A
DISTANCE OF 91.25 FEET;



THENCE LEAVING SAID PARALLEL LINE, NORTH 00° 05’ 14” EAST A
DISTANCE OF 119.33 FEET;



THENCE SOUTH 89° 54’ 46” EAST A DISTANCE OF 20.00 FEET;



THENCE NORTH 00° 05’ 14” EAST A DISTANCE OF 61.33 FEET;



THENCE NORTH 72° 23’ 24” EAST A DISTANCE OF 16.23 FEET;



THENCE NORTH 00° 05’ 14” EAST A DISTANCE OF 32.65 FEET;



THENCE NORTH 89° 54’ 46” WEST A DISTANCE OF 22.00 FEET;



THENCE NORTH 00° 05’ 14” EAST A DISTANCE OF 224.08 FEET TO A
POINT ON THE NORTHERLY LINE OF SAID PARCEL 8;



THENCE ALONG SAID NORTHERLY LINE SOUTH 89° 54’ 40” EAST A
DISTANCE OF 113.83 FEET TO THE POINT OF BEGINNING.



PARCEL “F”



PARCEL F AS SHOWN ON EXHIBIT “B” OF LOT LINE ADJUSTMENT NO.
07-02 AS EVIDENCED BY DOCUMENT RECORDED MARCH 28, 2007 AS
INSTRUMENT NO. 2007-0211022 OF OFFICIAL RECORDS, BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS;



PORTIONS OF PARCELS 9 AND 10 OF PARCEL MAP NO. 33196, IN THE
CITY OF SAN JACINTO, COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA, AS SHOWN BY MAP IN FILE IN BOOK 216 PAGES 72 AND
73, OF PARCEL MAPS, IN THE OFFICE OF THE




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COUNTY RECORDER OF SAID COUNTY, LYING WITHIN SECTION 32,
TOWNSHIP 4 SOUTH, RANGE 1 WEST, SAN BERNARDINO MERIDIAN,
MORE PARTICULARLY DESCRIBED AS FOLLOWS:



BEGINNING AT THE NORTHEAST CORNER OF SAID PARCEL 10 OF SAID
PARCEL MAP 33196, SAID POINT BEING THE NORTHEAST CORNER OF
SAID PARCEL MAP NO. 33196.



THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL 10 NORTH 89°
54’ 40” WEST A DISTANCE OF 179.96 FEET TO A POINT 11.75 FEET
WEST OF THE NORTHWEST CORNER OF SAID PARCEL 10;



THENCE LEAVING SAID NORTHERLY LINE, ON A LINE PARALLEL WITH
AND 11.75 FEET DISTANT FROM THE WESTERLY LINE OF SAID PARCEL
10, SOUTH 00° 05’ 14” WEST A DISTANCE OF 253.17 FEET; TO A
POINT ON THE WESTERLY LINE OF PARCEL 10;



THENCE ALONG SAID WESTERLY LINE, LEAVING SAID PARALLEL LINE,
SOUTH 25° 06’ 15” WEST A DISTANCE OF 5.32 FEET; TO AN ANGLE
POINT ON THE WESTERLY LINE OF SAID PARCEL 10;



THENCE ALONG SAID WESTERLY LINE SOUTH 00° 05’ 14” WEST A
DISTANCE OF 36.00 FEET TO THE SOUTHEAST CORNER OF SAID
PARCEL 9;



THENCE ON A SOUTHERLY PROJECTION OF THE WESTERLY LINE OF
SAID PARCEL 10 SOUTH 00° 05’ 14” WEST A DISTANCE OF 42.17
FEET;



THENCE LEAVING SAID SOUTHERLY PROJECTION NORTH 89° 54’ 46”
WEST A DISTANCE OF 73.00 FEET TO A POINT ON THE WESTERLY
LINE OF SAID PARCEL 10;



THENCE ALONG THE WESTERLY LINE OF THE FOLLOWING COURSES:



SOUTH 00° 05’ 14” WEST A DISTANCE OF 119.83 FEET;



THENCE SOUTH 04° 39’ 40” WEST A DISTANCE OF 25.08 FEET;



THENCE SOUTH 00° 05’ 14” WEST A DISTANCE OF 106.86 FEET TO A
POINT ON THE SOUTHERLY LINE OF SAID PARCEL MAP NO. 33196,
SAID LINE BEING 73.00 FEET NORTH OF THE CENTERLINE OF
ESPLANADE AVENUE AS SHOWN ON SAID PARCEL MAP NO. 33196 SAID
POINT BEING THE SOUTHWEST CORNER OF SAID PARCEL 10;



THENCE ALONG SAID SOUTHERLY LINE SOUTH 89° 54’ 46” EAST A
DISTANCE OF 28.00 FEET TO THE SOUTHWEST CORNER OF PARCEL 5
OF SAID PARCEL MAP NO. 33196;




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THENCE ALONG THE WESTERLY LINE OF SAID PARCEL 5 NORTH 00°
05’ 14” EAST A DISTANCE OF 136.36 FEET TO THE NORTHWEST
CORNER OF SAID PARCEL 5;



THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL 5 SOUTH 89°
54’ 46” EAST A DISTANCE OF 228.92 FEET TO THE NORTHEAST
CORNER OF SAID PARCEL 5, SAID POINT BEING ON THE EASTERLY
LINE OF SAID PARCEL MAP NO. 33196.



THENCE ALONG SAID EASTERLY LINE NORTH 00° 07’ 25” EAST A
DISTANCE OF 451.49 FEET TO THE POINT OF BEGINNING.



PARCEL “G”



PARCELS 1 AND 2 OF PARCEL MAP NO. 33196, IN THE CITY OF SAN
JACINTO, AS SHOWN ON A MAP FILED IN BOOK 216, PAGES 72 AND
73 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY.



PARCEL “H”



PARCEL 5 OF PARCEL MAP NO. 33196, IN THE CITY OF SAN
JACINTO, AS SHOWN ON A MAP FILED IN BOOK 216, PAGES 72 AND
73 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY.



PARCEL “I”



NON-EXCLUSIVE, PERPETUAL EASEMENTS FOR THE PURPOSES OF
PEDESTRIAN AND VEHICULAR INGRESS AND EGRESS, DRAINAGE AND
UTILITIES ALONG WITH NON-EXCLUSIVE EASEMENTS FOR PARKING,
BUILDING ENCROACHMENTS AND SIGN MAINTENANCE AS FURTHER
DESCRIBED AND SET FORTH IN A DOCUMENT ENTITLED “DECLARATION
OF COVENANTS, CONDITIONS AND RESTRICTIONS AND RECIPROCAL
EASEMENT AGREEMENT” RECORDED APRIL 4, 2006 AS INSTRUMENT NO.
2006-0238823 OF OFFICIAL RECORDS.



APN: 436-710-001-0 and 436-710-002-1 and 436-710-003-2 and
436-710-004-3 and 436-710-005-4 and 436-710-006-5 and
436-710-007-6 and 436-710-008-7 and 436-710-010-8











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Exhibit B




Environmental Documents


Phase I Environmental Assessment dated September 28. 2009 prepared by Property Solutions
Inc.



Limited Phase II Environmental Site Assessment dated December 15, 2009 prepared by
Enercon.