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Exhibit 10.8 




















As of October 21, 2011



Constitution Trail Shopping Center

Normal, Illinois






2 Park Avenue

New York, New York 10016-9301

Attention: Dennis M. Sughrue, Esq.





THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this “ Agreement ”) made and delivered as of October 21, 2011, to TL DOF III HOLDING CORPORATION , a Delaware corporation, having an address at c/o Torchlight Investors, 230 Park Avenue, New York, New York 10169 (together with its successors and/or assigns, “ Lender ”) by TNP SRT CONSTITUTION TRAIL, LLC , a Delaware limited liability company, having an address at c/o Thompson National Properties, LLC, 1900 Main Street, Suite 700, Irvine, CA 92614 (“ Borrower ”), and TONY THOMPSON , an individual having an address at c/o Thompson National Properties, 1900 Main Street, Irvine, CA 92614 (“ Thompson ”), and TNP STRATEGIC RETAIL TRUST INC. , a Maryland corporation, having an address at c/o Thompson National Properties, 1900 Main Street, Irvine, CA 92614 (“ Strategic ”). Borrower, Thompson and Strategic are hereinafter referred to collectively as “ Indemnitors ”.


WHEREAS, Borrower is the owner of fee title to the land and improvements known as _ Constitution Trail Shopping Center, Normal, Illinois, which land and improvements are more particularly described in the Mortgage (the “ Property ”).

WHEREAS, Lender is the current holder of a first lien mortgage loan in respect of the Property in the original principal amount of $15,543,696.00 (the “ Loan ”). The Loan is evidenced by a note in the stated principal amount of the $15,543,696.00 (the “ Note ”) by Borrower in favor of Lender and secured by, inter alia , that certain Mortgage, Security Agreement and Assignment of Leases and Rents made by Borrower in favor of Lender (the “ Mortgage ”). The Note, the Mortgage and the other documents executed in connection therewith are referred to herein collectively as the “ Loan Documents ”.

WHEREAS, Indemnitors desire to execute and deliver this Agreement in favor of Lender as additional security for the Loan; and

WHEREAS, Indemnitors are the owners of a direct or indirect interest in Borrower and will benefit from the Loan evidenced by the Note and secured by the Mortgage.


NOW, THEREFORE , in order to induce Lender to accept the Property as security for the Loan, and in consideration of the matters described in the foregoing Recitals, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, Indemnitors jointly and severally agree as follows:

1) Recitals . The Recitals are incorporated herein by this reference.

2) Definitions . For purposes of this Agreement, “ Hazardous Materials ” means and includes asbestos in any form or any substance containing asbestos, urea formaldehyde foam insulation, transformers or other equipment which contain dielectric fluid containing polychlorinated biphenyls, any explosives, chemicals known or suspected to cause cancer or reproductive toxicity, pollutants, effluents, contaminants, emissions, infectious wastes, fuel oil, gasoline or any petroleum


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or petroleum-derived products, by-products or waste or any flammable explosives, radioactive materials, hazardous materials, caustic or radioactive substance, hazardous wastes, toxic substances, or any product or related materials and any items defined as hazardous, special or toxic materials, substances or waste in or under and controlled pursuant to any Hazardous Material Law, or any material which shall be removed from the Property pursuant to any administrative order or enforcement proceeding or in order to place the Property in a condition that is suitable for ordinary use, or any materials which, even if not so regulated, may cause or could pose a hazard to the health or safety of the occupants or owners of the Property. “ Hazardous Material Laws ” collectively means and includes any present and future local, state, federal or international law or treaty relating to public health, safety or the environment including without limitation, the Resource Conservation and Recovery Act, as amended (“ RCRA ”), 42 U.S.C. §6901 et seq ., the Comprehensive Environmental Response, Compensation, and Liability Act (“ CERCLA ”), 42 U.S.C. §9601 et seq. , 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 Clean Water Act, 33 U.S.C. §1251 et seq ., the Clean Air Act, as amended 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. , the Uranium Mill Tailings Radiation Control Act, 42 U.S.C. § 7901 et seq ., the Occupational Safety and Health Act, 29 U.S.C.§ 655 et seq ., the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq ., the National Environmental Policy Act, 42 U.S.C. § 4321 et seq ., the Noise Control Act, 42 U.S.C. § 4901 et seq ., and the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. § 11001 et seq .,

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