Hazardous Materials Indemnity Agreement

HAZARDOUS MATERIALS INDEMNITY AGREEMENT

THIS HAZARDOUS MATERIALS INDEMNITY AGREEMENT (the " Agreement" ) is made as of October 25, 2007, by NNN VF 7777 BONHOMME AVENUE, LLC , a Delaware limited liability company, and NNN 2003 VALUE FUND, LLC, a Delaware limited liability company (collectively, " Indemnitor" ), for the benefit of GENERAL ELECTRIC CAPITAL CORPORATION , a Delaware corporation (" Lender" ).

RECITALS

A. Contemporaneously with the execution of this Agreement, NNN VF 7777 BONHOMME AVENUE, LLC, (" Borrower" ), has executed and delivered to Lender, as lender, that certain Loan Agreement (the " Loan Agreement" ), between Borrower and Lender, and that certain Promissory Note (the " Note" ) in the principal face amount of $23,500,000.00 or so much thereof as may be advanced from time to time, in evidence of the loan (the " Loan" ) made by Lender to Borrower.

B. The Loan is secured in part by Borrower' s interest in and to the " Mortgaged Property" (the " Mortgaged Property" ) described in that certain Deed of Trust, Security Agreement and Fixture Filing of even date herewith (the " Mortgage" ) executed by Borrower in favor of Lender.

C. Lender has required, as a condition of funding the Loan, that Indemnitor indemnify and hold Lender harmless against and from certain obligations for which Lender may incur liability, whether as beneficiary under the Mortgage as mortgagee in possession, or by foreclosure, by reason of the threat or presence of any hazardous substance at or near the Mortgaged Property.

D. Indemnitor is the Borrower and/or owner of a direct or indirect interest in Borrower, and Indemnitor will directly benefit from Lender' s making the Loan to Borrower.

NOW, THEREFORE, in consideration of the premises, Ten Dollars ($10.00), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Indemnitor, intending to be legally bound, hereby agrees as follows:

1. Recitals . The foregoing recitals are incorporated into this Agreement by this reference.

2. Certain Definitions . As used herein, the following terms have the meanings indicated:

2.1 " Environmental Laws" means any federal, state or local law (whether imposed by statute, ordinance, rule, regulation, administrative or judicial order, or common law), now or hereafter enacted, governing health, safety, industrial hygiene, the environment or natural resources, or Hazardous Materials, including, without limitation, such laws governing or regulating (a) the use, generation, storage, removal, recovery, treatment, handling, transport, disposal, control, release discharge of, or exposure to, Hazardous Materials, (b) the transfer of property upon a negative declaration or other approval of a governmental authority of the environmental condition of such property, or (c) requiring notification or disclosure of releases of Hazardous Materials or other environmental conditions whether or not in connection with a transfer of title to or interest in property.

2.2 " Hazardous Materials" means (a) petroleum or petroleum-containing chemical products, whether in liquid, solid, or gaseous form, or any fraction or by-product thereof, (b) asbestos or asbestos-containing materials, (c) polychlorinated biphenyls (pcbs), (d) radon gas, (e) underground storage tanks, (f) any explosive or radioactive substances, (g) lead or lead-based paint, or (h) any other substance, material, waste or mixture which is or shall be listed, defined, or otherwise determined by any governmental authority to be hazardous, toxic, dangerous or otherwise regulated, controlled or giving rise to liability under any Environmental Laws.

2.3 " Site Assessment" means an environmental engineering report for the Mortgaged Property prepared by an engineer engaged by Lender at Indemnitor' s expense, and prepared in a manner satisfactory to Lender, based upon an investigation relating to and making appropriate inquiries concerning the existence of Hazardous Materials on or about the Mortgaged Property, and the past or present discharge, disposal, release or escape of any such substances, all consistent with ASTM Standard E1527-93 (or any successor thereto published by ASTM) and other good customary and commercial practice.

Other capitalized terms used in this Agreement and not defined shall have the meanings assigned to such terms in the Loan Agreement.

3. Representations and Warranties .

3.1 Indemnitor represents and warrants that to Indemnitor' s knowledge, except as set forth in the Site Assessment, (a) no Hazardous Material is now or was formerly used, stored, generated, manufactured, installed, disposed of or otherwise present at or about the Mortgaged Property or any property adjacent to the Mortgaged Property (except for cleaning and other products currently used in connection with the routine maintenance or repair of the Mortgaged Property in full compliance with Environmental Laws), (b) all permits, licenses, approvals and filings required by Environmental Laws have been obtained, and the use, operation and condition of the Mortgaged Property do not, and did not previously, violate any Environmental Laws, and (c) no civil, criminal or administrative action, suit, claim, hearing, investigation or proceeding has been brought or been threatened, nor have any settlements been reached by or with any parties or any liens imposed in connection with the Mortgaged Property concerning Hazardous Materials or Environmental Laws.

3.2 Indemnitor further represents and warrants that:

(a) Indemnitor has not been, is not and will not be involved in operations at or near the Mortgaged Property which operations have caused or could lead to (A) a discharge of any Hazardous Materials at, upon, under or within the Mortgaged Property or any contiguous real estate, (B) the imposition of liability on Indemnitor or on any subsequent or former owner of the Mortgaged Property, or (C) the creation of a lien on the Mortgaged Property under the Environmental Laws or under any similar laws and regulations;

(b) To Indemnitor' s knowledge, except as set forth in the Site Assessment, no third party has been, is or will be involved in operations at or near the Mortgaged Property which operations have caused or could lead to (A) a discharge of any Hazardous Materials at, upon, under or within the Mortgaged Property or any contiguous real estate, (B) the imposition of liability on Indemnitor or on any subsequent or former owner of the Mortgaged Property, or (C) the creation of a lien on the Mortgaged Property under the Environmental Laws or under any similar laws or regulations; and

(c) Indemnitor has not permitted, and will not permit, any tenant or occupant of the Mortgaged Property to engage in any activity that has caused or could lead to a discharge of any Hazardous Materials at, upon, under or within the Mortgaged Property or any contiguous real estate, or that could impose liability under the Environmental Laws on such tenant or occupant, on Indemnitor or on any other owner of any of the Mortgaged Property.

4. Covenants .

4.1 Indemnitor shall (a) comply strictly and in all respects with applicable Environmental Laws; (b) notify Lender immediately upon Indemnitor' s discovery of any spill, discharge, release or presence of any Hazardous Material at, upon, under, within, contiguous to or otherwise affecting the Mortgaged Property; (c) promptly remove such Hazardous Materials and remediate the Mortgaged Property in full compliance with Environmental Laws and in accordance with the recommendations and specifications of an independent environmental consultant approved by Lender; and (d) promptly forward to Lender copies of all orders, notices, permits, applications or other communications and reports in connection with any spill, discharge, release or the presence of any Hazardous Material or any other matters relating to the Environmental Laws or any similar laws or regulations, as they may affect the Mortgaged Property or Indemnitor.

4.2 Indemnitor shall not cause, shall prohibit any other Person within the control of Indemnitor from causing, and shall use prudent, commercially reasonable efforts to prohi ...