TNP Strategic Retail Trust, Inc. Sample Contracts

PROPERTY AND ASSET MANAGEMENT AGREEMENT
Property and Asset Management Agreement • March 24th, 2017 • Strategic Realty Trust, Inc. • Real estate investment trusts

THIS PROPERTY AND ASSET MANAGEMENT AGREEMENT (this “Agreement”) is made as of this 14th day of June, 2016 (the “Effective Date”), by and between SRT SF Retail I, LLC, a Delaware limited liability company, its successors and assigns (the “Company”) and Glenborough, LLC, a Delaware limited liability company (the “Property Manager”).

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GUARANTY AGREEMENT
Guaranty Agreement • February 8th, 2012 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts • New York

THIS GUARANTY AGREEMENT (this “Guaranty”) is executed as of February 3, 2012, by TNP STRATEGIC RETAIL TRUST, INC., a Maryland corporation, having an address at 1900 Main Street, Suite 700, Irvine, California 92614 (“Guarantor”) for the benefit of JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (“Lender”).

AMENDED AND RESTATED ADVISORY AGREEMENT AMONG TNP STRATEGIC RETAIL TRUST, INC., TNP STRATEGIC RETAIL OPERATING PARTNERSHIP, LP, AND TNP STRATEGIC RETAIL ADVISOR, LLC
Advisory Agreement • September 2nd, 2010 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts • Maryland

THIS AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), dated as of August 7, 2010 (the “Effective Date”), is entered into by and among TNP Strategic Retail Trust, Inc., a Maryland corporation (the “Company”), TNP Strategic Retail Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and TNP Strategic Retail Advisor, LLC, a Delaware limited liability company (the “Advisor”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

LIMITED PARTNERSHIP AGREEMENT OF TNP STRATEGIC RETAIL OPERATING PARTNERSHIP, LP A DELAWARE LIMITED PARTNERSHIP December 31, 2008
Limited Partnership Agreement • May 11th, 2009 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts • Delaware

This Limited Partnership Agreement (this “Agreement”) is entered into this 31st day of December, 2008, by and between TNP Strategic Retail Trust, Inc., a Maryland corporation (the “General Partner”), and the Limited Partners set forth on Exhibit A attached hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

space above reserved for recorder’s use) DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING TNP SRT PORTFOLIO II, LLC, as grantor (Borrower) to FIDELITY NATIONAL TITLE COMPANY (Trustee) for the benefit of KEYBANK...
Security Agreement and Fixture Filing • June 19th, 2012 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts

THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Security Instrument”) is made as of this 13th day of June, 2012, by TNP SRT PORTFOLIO II, LLC, a Delaware limited liability company, having its principal place of business at 1900 Main Street, Suite 700, Irvine, California 92614, as Grantor (“Borrower”) to FIDELITY NATIONAL TITLE COMPANY, a California corporation, having an address at 1300 Dove Street, Suite 310, Newport Beach, CA 92660, as Trustee (“Trustee”) for the benefit of KEYBANK NATIONAL ASSOCIATION, a national banking association, having an address at 11501 Outlook, Suite 300, Overland Park, Kansas 66211, as beneficiary (together with its successors and assigns, “Lender”).

FORM OF ADVISORY AGREEMENT AMONG TNP STRATEGIC RETAIL TRUST, INC., TNP STRATEGIC RETAIL OPERATING PARTNERSHIP, LP, AND TNP STRATEGIC RETAIL ADVISOR, LLC
Advisory Agreement • December 24th, 2008 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts • Maryland

THIS ADVISORY AGREEMENT (this “Agreement”), dated as of the day of , 2008, and effective as of the date that that the Registration Statement (as defined below) is declared effective by the Securities and Exchange Commission (the “Effective Date”), is entered into by and among TNP Strategic Retail Trust, Inc., a Maryland corporation (the “Company”), TNP Strategic Retail Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and TNP Strategic Retail Advisor, LLC, a Delaware limited liability company (the “Advisor”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

TNP STRATEGIC RETAIL TRUST, INC. Up to $1,100,000,000 in Shares of Common Stock, $0.01 par value per share FORM OF DEALER MANAGER AGREEMENT
Participating Dealer Agreement • May 11th, 2009 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts • California
PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • November 9th, 2018 • Strategic Realty Trust, Inc. • Real estate investment trusts

THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is dated as of May 3, 2018 (the “Effective Date”), by and between TNP SRT PORTFOLIO II, LLC, a Delaware limited liability company (“Seller”), and ORDA CORP., a Texas corporation (“Buyer”).

LOAN AGREEMENT Dated as of June 13, 2012 Between TNP SRT PORTFOLIO II, LLC, as Borrower and KEYBANK NATIONAL ASSOCIATION, as Lender Loan No. 10061253
Loan Agreement • June 19th, 2012 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts • New York

THIS LOAN AGREEMENT, dated as of June 13, 2012 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between KEYBANK NATIONAL ASSOCIATION, a national banking association, having an address at 11501 Outlook, Suite 300, Overland Park, Kansas 66211 (“Lender”) and TNP SRT PORTFOLIO II, LLC, a Delaware limited liability company, having its principal place of business at 1900 Main Street, Suite 700, Irvine, California 92614 (“Borrower”).

ASSIGNMENT OF LEASES AND RENTS TNP SRT PORTFOLIO II, LLC to KEYBANK NATIONAL ASSOCIATION
TNP Strategic Retail Trust, Inc. • June 19th, 2012 • Real estate investment trusts

THIS ASSIGNMENT OF LEASES AND RENTS (“Assignment”) is made as of June 13, 2012, by and between TNP SRT PORTFOLIO II, LLC, a Delaware limited liability company (“Borrower”) and KEYBANK NATIONAL ASSOCIATION, a national banking association (“Lender”).

LOAN AGREEMENT Dated as of February 3, 2012 Between TNP SRT WOODLAND WEST, LLC, as Borrower and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Lender
Loan Agreement • February 8th, 2012 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts • New York

THIS LOAN AGREEMENT, dated as of February 3, 2012 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (“Lender”) and TNP SRT WOODLAND WEST, LLC, a Delaware limited liability company, having its principal place of business at 1900 Main Street, Suite 700, Irvine, California 92614 (“Borrower”).

PLEDGE AND SECURITY AGREEMENT (TNP Strategic Retail Operating Partnership, LP)
Pledge and Security Agreement • December 21st, 2010 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts

This PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made and entered into as of December 17, 2010 by and between TNP STRATEGIC RETAIL OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“OP”) and TNP SRT NORTHGATE PLAZA TUCSON HOLDINGS, LLC, a Delaware limited liability company, each having an address of 1900 Main Street, Suite 700, Irvine, California 92614 (individually and collectively “Grantor”), and KEYBANK NATIONAL ASSOCIATION, a national banking association having a principal place of business at 225 Franklin Street, 18th Floor, Boston, Massachusetts 02110, as agent (in such capacity, “Agent”) for itself and any other lenders who become Lenders under the Credit Agreement (as hereinafter defined) collectively referred to as “Lenders” and each individually referred to as a “Lender”).

GUARANTY AGREEMENT
Guaranty Agreement • June 19th, 2012 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts • New York

THIS GUARANTY AGREEMENT (this “Guaranty”) is made effective as of June 13, 2012, by TNP STRATEGIC RETAIL TRUST, INC., a Maryland corporation, whose address is 1900 Main Street, Suite 700, Irvine, California 92614 (“Guarantor”) in favor of KEYBANK NATIONAL ASSOCIATION, a national banking association, having a place of business at 11501 Outlook, Suite 300, Overland Park, Kansas 66211, its successors and assigns (“Lender”).

ENVIRONMENTAL AND HAZARDOUS SUBSTANCES INDEMNITY AGREEMENT Project Commonly Known As
Substances Indemnity Agreement • January 12th, 2012 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts • California

THIS ENVIRONMENTAL AND HAZARDOUS SUBSTANCES INDEMNITY AGREEMENT (this “Indemnity Agreement”) is executed and delivered as of the 9th day of January, 2012, by TNP SRT MORNINGSIDE MARKETPLACE, LLC, a Delaware limited liability company having an address at 1900 Main Street, Suite 700, Irvine, California 92614 (“Property Borrower”), TNP SRT SECURED HOLDINGS, LLC, a Delaware limited liability company having an address at 1900 Main Street, Suite 700, Irvine, California 92614 (“Secured Holdings”), TNP STRATEGIC RETAIL OPERATING PARTNERSHIP, LP, a Delaware limited partnership having an address at 1900 Main Street, Suite 700, Irvine, California 92614 (“OP”), TNP SRT SAN JACINTO, LLC, a Delaware limited liability company (“San Jacinto”), TNP SRT CRAIG PROMENADE, LLC, a Delaware limited liability company (“Craig Promenade”) and TNP STRATEGIC RETAIL TRUST, INC., a Maryland corporation having an address at 1900 Main Street, Suite 700, Irvine, California 92614 (“REIT”) (collectively, Property Borrow

ENVIRONMENTAL INDEMNITY AGREEMENT
Environmental Indemnity Agreement • November 14th, 2012 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts • New York

ENVIRONMENTAL INDEMNITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) made as of the 9th day of November, 2012 by TNP SRT LAHAINA GATEWAY, LLC, a Delaware limited liability company, having an address at 1900 Main Street, Suite 700, Irvine, California 92614 (together with its permitted successors and assigns, collectively, “Borrower”), and ANTHONY W. THOMPSON, an individual resident of the State of California, having an address at c/o Thompson National Properties, LLC, 1900 Main Street, Suite 700, Irvine, California 92614; and TNP STRATEGIC RETAIL TRUST, INC., a Maryland corporation, having an address at 1900 Main Street, Suite 700, Irvine, California 92614 (individually and collectively as the context requires, referred to herein as “Principal”, and together with Borrower and each of their permitted successors and assigns, collectively, “Indemnitor”), in favor of DOF IV REIT HOLDINGS, LLC, a Delaware limited liability company,

ADVISORY AGREEMENT AMONG TNP STRATEGIC RETAIL TRUST, INC., TNP STRATEGIC RETAIL OPERATING PARTNERSHIP, LP, AND TNP STRATEGIC RETAIL ADVISOR, LLC
Advisory Agreement • July 10th, 2009 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts • Maryland

THIS ADVISORY AGREEMENT (this “Agreement”), dated as of the 10th day of July, 2009, and effective as of the date that that the Registration Statement (as defined below) is declared effective by the Securities and Exchange Commission (the “Effective Date”), is entered into by and among TNP Strategic Retail Trust, Inc., a Maryland corporation (the “Company”), TNP Strategic Retail Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and TNP Strategic Retail Advisor, LLC, a Delaware limited liability company (the “Advisor”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

ENVIRONMENTAL INDEMNITY AGREEMENT
Environmental Indemnity Agreement • June 19th, 2012 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts • New York

THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”) is made as of the 13th day of June, 2012, by TNP SRT PORTFOLIO II, LLC, a Delaware limited liability company, having an address at 1900 Main Street, Suite 700, Irvine, California 92614 (“Borrower”) and TNP STRATEGIC RETAIL TRUST, INC., a Maryland corporation, having an address at 1900 Main Street, Suite 700, Irvine, California 92614 (“Strategic”; Borrower and Strategic hereinafter referred to, individually and collectively, as the context may require, as “Indemnitor”), in favor of KEYBANK NATIONAL ASSOCIATION, a national banking association, having an address at 11501 Outlook, Suite 300, Overland Park, Kansas 66211 (together with its successors and assigns, “Indemnitee”) and the other Indemnified Parties.

AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS
Agreement of Purchase and Sale and Joint Escrow Instructions • August 12th, 2016 • Strategic Realty Trust, Inc. • Real estate investment trusts • California

THIS AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (this “Agreement”) is made and entered into as of the 4th day of May, 2016 (the “Effective Date”), by and between Grove Street Hayes Valley LLC, a Delaware limited liability company (“Seller”), and SRT SF Retail I, LLC, a Delaware limited liability company (“Buyer”).

ASSIGNMENT OF LEASES AND RENTS TNP SRT PORTFOLIO II, LLC to KEYBANK NATIONAL ASSOCIATION
Keybank National • June 19th, 2012 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts

THIS ASSIGNMENT OF LEASES AND RENTS (“Assignment”) is made as of June 13, 2012, by and between TNP SRT PORTFOLIO II, LLC, a Delaware limited liability company (“Borrower”) and KEYBANK NATIONAL ASSOCIATION, a national banking association (“Lender”).

SECOND AMENDMENT TO LOAN AGREEMENT AND GUARANTOR CONSENT AND REAFFIRMATION
Loan Agreement and Guarantor Consent And • May 11th, 2018 • Strategic Realty Trust, Inc. • Real estate investment trusts

THIS SECOND AMENDMENT TO LOAN AGREEMENT AND GUARANTOR CONSENT AND REAFFIRMATION (this "Agreement"), dated as of July 20, 2017, is by and among BUCHANAN MORTGAGE HOLDINGS, LLC, a Delaware limited liability company (together with its successors and assigns, "Lender"), SUNSET & GARDNER INVESTORS LLC, a Colorado limited liability company ("Borrower"), and WILLIAM R. ROTHACKER, an individual ("Guarantor").

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DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING Project Commonly Known As made by TNP SRT TOPAZ MARKETPLACE, LLC, as Grantor to COMMONWEALTH LAND TITLE COMPANY, solely as Trustee for the benefit of KEYBANK NATIONAL...
Security Agreement and Fixture Filing • September 28th, 2011 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts

This instrument is to be filed and indexed in the real estate records and is also to be indexed in the Index of Financing Statements of San Bernardino County, California under the name of TNP SRT TOPAZ MARKETPLACE, LLC, as “debtor,” and KeyBank National Association, as Agent, as “secured party.” Grantor’s (as defined herein) organizational number in Delaware is 4997777. Information concerning the security interest may be obtained from Beneficiary at the following address: 225 Franklin Street, 18th Floor, Boston Massachusetts 02110.

LOAN AGREEMENT
Loan Agreement • May 11th, 2018 • Strategic Realty Trust, Inc. • Real estate investment trusts • California

This Loan Agreement (this "Agreement") is entered into as of March 7, 2016 by and between BUCHANAN MORTGAGE HOLDINGS, LLC, a Delaware limited liability company (together with its successors and assigns, "Lender"), and 3032 WILSHIRE INVESTORS LLC, a Colorado limited liability company ("Borrower").

PLEDGE AND SECURITY AGREEMENT (TNP Strategic Retail Trust, Inc.)
Pledge and Security Agreement • February 19th, 2010 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts

This PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made and entered into as of November 12, 2009 by and between TNP Strategic Retail Trust, Inc., a Maryland corporation having an address of 1900 Main Street, Suite 700, Irvine, California 92614 (“Grantor”), and KeyBank National Association, a national banking association having a principal place of business at 225 Franklin Street, 18th Floor, Boston, Massachusetts 02110, as agent (in such capacity, “Agent”) for itself and any other lenders who become Lenders under the Credit Agreement (as hereinafter defined) collectively referred to as “Lenders” and each individually referred to as a “Lender”).

PROPERTY MANAGEMENT AGREEMENT
Property Management Agreement • September 2nd, 2010 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts

THIS PROPERTY AND ASSET MANAGEMENT AGREEMENT (this “Agreement”) is made as of this 11th day of August, 2010 (the “Effective Date”), by and between TNP SRT San Jacinto, LLC, a Delaware limited liability company, its successors and assigns (the “Company”) and TNP Property Manager, LLC, a Delaware limited liability company (the “Property Manager”).

PROPERTY MANAGEMENT AGREEMENT AMONG SGO MN Buffalo Mall, LLC, SGO MN Denfeld, LLC, and SGO MN Monticello CC, LLC, each as a "Property Owner" AND GLENBOROUGH, LLC, as "Manager" EFFECTIVE DATE: September 30, 2015
Property Management Agreement • November 13th, 2015 • Strategic Realty Trust, Inc. • Real estate investment trusts • California

This Property Management Agreement ("Agreement") is entered into effective as of September 30, 2015 ("Effective Date"), by and among SGO MN Buffalo Mall, LLC, a Delaware limited liability company ("Buffalo Mall Owner"); SGO MN Denfeld, LLC, a Delaware limited liability company ("Denfeld Owner"); and SGO MN Monticello CC, LLC, a Delaware limited liability company ("Monticello Owner") (individually and collectively, "Property Owners"), and Glenborough, LLC, a Delaware limited liability company ("Manager").

ENVIRONMENTAL INDEMNITY AGREEMENT
Environmental Indemnity Agreement • December 28th, 2011 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts • New York

THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”) is made as of December 21, 2011, by TNP SRT SUMMIT POINT, LLC, a Delaware limited liability company, having an address at 1900 Main Street, Suite 700, Irvine, California 92614 (“Borrower”) and TNP STRATEGIC RETAIL TRUST, INC., a Maryland corporation, having an address at 1900 Main Street, Suite 700, Irvine, California 92614 (“TNP Strategic”; Borrower and TNP Strategic, hereinafter referred to, individually and collectively, as the context may require, as “Indemnitor”), in favor of JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (together with its successors and assigns, “Indemnitee”) and the other Indemnified Parties.

FPROPERTY AND ASSET MANAGEMENT AGREEMENT
Fproperty and Asset Management Agreement • March 24th, 2017 • Strategic Realty Trust, Inc. • Real estate investment trusts

THIS PROPERTY AND ASSET MANAGEMENT AGREEMENT (this “Agreement”) is made as of this __ day of December, 2016 (the “Effective Date”), by and between SRT SF Retail I, LLC, a Delaware limited liability company, its successors and assigns (the “Company”) and Glenborough, LLC, a Delaware limited liability company (the “Property Manager”).

ASSIGNMENT OF MANAGEMENT AGREEMENT AND SUBORDINATION OF MANAGEMENT FEES
Assignment of Management Agreement • February 8th, 2012 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts • New York

THIS ASSIGNMENT OF MANAGEMENT AGREEMENT AND SUBORDINATION OF MANAGEMENT FEES (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Assignment”) is made as of February 3, 2012, by TNP SRT WOODLAND WEST, LLC, a Delaware limited liability company, having its principal place of business at 1900 Main Street, Suite 700, Irvine, California 92614 (“Borrower”), to JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association chartered under the laws of the United States of America, having an address at 383 Madison Avenue, New York, New York 10179 (together with its successors and assigns, “Lender”), and is consented and agreed to by TNP PROPERTY MANAGER, LLC, a Delaware limited liability company, having its principal place of business at 1900 Main Street, Suite 700, Irvine, California 92614 (“Manager”).

space above reserved for recorder’s use) DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING TNP SRT PORTFOLIO I, LLC, as grantor (Borrower) to FIDELITY NATIONAL TITLE COMPANY (Trustee) for the benefit of KEYBANK...
Agreement and Fixture Filing • January 12th, 2012 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts

THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Security Instrument”) is made as of this 6th day of January, 2012, by TNP SRT PORTFOLIO I, LLC, a Delaware limited liability company, having its principal place of business at 1900 Main Street, Suite 700, Irvine, California 92614, as Grantor (“Borrower”) to FIDELITY NATIONAL TITLE COMPANY, a California corporation, having an address at 1300 Dove Street, Suite 310, Newport Beach, CA 92660, as Trustee (“Trustee”) for the benefit of KEYBANK NATIONAL ASSOCIATION, a national banking association, having an address at 11501 Outlook, Suite 300, Overland Park, Kansas 66211, as beneficiary (together with its successors and assigns, “Lender”).

KeyBank National Association, as Agent
Forbearance Agreement • April 8th, 2013 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts
FIRST AMENDMENT OF AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS
Agreement of Purchase and Sale and Joint Escrow Instructions • March 31st, 2010 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts

THIS FIRST AMENDMENT OF AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (this “First Amendment”) is entered into as of the 22nd day of July, 2009 (the “Effective Date”), by and among WEST OAHU MALL ASSOCIATES, LLC, a Hawaii limited liability company (“Seller”); TNP AQUISITIONS, LLC, a Delaware limited liability company (“Buyer”); and TITLE GUARANTY ESCROW SERVICES, INC.

REVOLVING CREDIT NOTE
Revolving Credit Note • February 19th, 2010 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts

FOR VALUE RECEIVED, TNP STRATEGIC RETAIL OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Borrower”), hereby promises to pay to the order of KEYBANK NATIONAL ASSOCIATION, a national banking association (together with any and all of its successors and assigns and/or any other holder of this Note, “Lender”), without offset, in immediately available funds in lawful money of the United States of America, the principal sum of FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) (or the unpaid balance of all principal advanced against this Note, if that amount is less), together with interest on the unpaid principal balance of this Note from day to day outstanding as hereinafter provided.

PURCHASE AND SALE AGREEMENT FOR IMPROVED REAL ESTATE
Purchase and Sale Agreement • December 28th, 2011 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts • Georgia

THIS PURCHASE AGREEMENT (hereinafter referred to as the “Agreement”) is made and entered into as of the 29th day of September, 2011, by and among CP SUMMIT RETAIL LLC, a Georgia limited liability company (“Seller”), TNP ACQUISITIONS, LLC, a Delaware limited liability company (“Purchaser”) and FIRST AMERICAN TITLE COMPANY, a Georgia insurance company (“Escrow Agent”).

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