Hazardous Substances Indemnification Agreement

HAZARDOUS SUBSTANCES INDEMNIFICATION AGREEMENT

THIS HAZARDOUS SUBSTANCES INDEMNIFICATION AGREEMENT (this " Agreement" ) is made as of January 2, 2007 by NNN Lenox Medical, LLC, a Delaware limited liability company (" Borrower" ) and Triple Net Properties, LLC , a Virginia limited liability company (said individuals or entities are hereinafter referred to jointly as " Guarantors" ) (Borrower and the Guarantors are hereinafter collectively referred to as the " Indemnitors" ) to and for the benefit of LaSalle Bank National Association , a national banking association, its successors and assigns (" Lender" ).

R E C I T A L S :

A. Lender has agreed to loan to Borrower the principal amount of $12,000,000.00 (the " Loan" ). The Loan shall be evidenced by a certain Promissory Note of even date herewith (the " Note" ), and shall be secured by, among other things, that certain Guaranty of even date herewith) (the " Guaranty" ) made by the Guarantors.

B. A condition precedent to Lender' s extension of the Loan to Borrower is the execution and delivery of this Agreement by Indemnitors.

C. Subsequent to the closing of the Loan, subject to the terms of Paragraph 15 of the Security Instrument (hereinafter defined), Borrower may transfer undivided tenant in common interests in the Property (provided, however, there may be no more than thirty-five (35) tenants in common in the aggregate), including Borrower, with the consent of Lender, as more specifically set forth in one or more Loan Assumption, Ratification and Consent Agreement(s) by and between Borrower, Guarantor, the tenant(s) in common and Lender executed concurrently herewith or subsequently hereafter.

NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Indemnitor hereby jointly and severally agrees as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Definitions . As used herein, the following terms shall have the following meanings:

" Asbestos" : Asbestos or any substance containing asbestos.

" Environmental Law" : Any present or future federal, state and/or local law, statute, ordinance, code, rule, regulation, license, authorization, decision, order, injunction or decree and/or other governmental directive or requirement, as well as common law, which pertains or relates to health, safety or the environment (including but not limited to, ground or air or water or noise pollution or contamination, and underground or aboveground tanks) and shall include, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (" CERCLA" ), the Resource Conservation and Recovery Act of 1976, as amended (" RCRA" ), and any state or federal lien or superlien or environmental clean-up statutes, and regulations, rules, guidelines, or standards promulgated pursuant thereto all as amended from time to time.

" Environmental Report" : The environmental report dated November 30, 2006, prepared by LandAmerica Commercial Services, a true, correct and complete copy of which has been delivered to Lender.

" Hazardous Substance" : Any substance, whether solid, liquid or gaseous: (i) which is listed, defined or regulated as a " hazardous substance," " hazardous waste" or " solid waste," or otherwise classified as hazardous or toxic, in or pursuant to any Environmental Law; or (ii) which is or contains Asbestos, radon, any polychlorinated biphenyl, urea formaldehyde foam insulation, explosive or radioactive material, lead paint, microbial matter, biological toxins, mold or mold spores, or motor fuel or other petroleum hydrocarbons; or (iii) which causes or poses a threat to cause a contamination or nuisance on the Property or any adjacent property or a hazard to the environment or to the health or safety of persons on or about the Property.

" Release" : Includes, but is not limited to, any release, deposit, discharge, emission, leaking, spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping, disposing or other movement of Hazardous Substances.

" Remediation" : Any investigation, site monitoring, containment, cleanup, removal, restoration, or other activity of any kind which are reasonably necessary or desirable under an applicable Environmental Law.

" Security Instrument" : That certain Deed of Trust, Security Agreement and Fixture Filing, of even date herewith, executed by Borrower for the benefit of Lender, covering the Property more particularly described therein, including the real property or interest therein described in Exhibit A attached hereto and incorporated herein by this reference.

" Storage Tanks" : Any underground or aboveground storage tanks, whether full, empty, or partially full with any substance.

Section 1.2. Other Defined Terms . Any capitalized term utilized herein shall have the meaning as specified in the Security Instrument, unless such term is otherwise specifically defined herein.

ARTICLE II

WARRANTIES AND REPRESENTATIONS

Indemnitors hereby represent and warrant to Lender, to the best of Indemnitors' knowledge, after due inquiry and investigation, which was limited to providing Lender the Environmental Report and any other reasonable investigation as set forth in Section 2.5 below, as follows:

Section 2.1. Property Compliance . The Property and the operations conducted thereon do not violate any Environmental Laws.

Section 2.2. No Violations . Without limitation to Section 2.1 above, except as previously disclosed in writing to Lender, the Property and operations conducted thereon by the current owner or operator of the Property, are not the subject of any existing, pending, or threatened action, suit, investigation, inquiry, or proceeding by any governmental or nongovernmental entity or person or to any Remediation under any Environmental Law.

Section 2.3. Authorizations . All notices, permits, licenses, registrations, or similar authorizations, if any, required to be obtained or filed in connection with the ownership, operation, or use of the Property, including, without limitation, the existence of any Storage Tanks at the Property or the past or present generation, treatment, storage, disposal, or release of a Hazardous Substance into the environment, have been duly obtained or filed and have been duly renewed or maintained.

Section 2.4. Hazardous Substance . The Property does not contain any Hazardous Substance in violation of applicable Environmental Laws or that does or could present a threat to human health and safety. Except as disclosed in writing to Lender, the Property does not contain any Storage Tanks or Asbestos and the Property is not listed by any governmental agency as containing any Hazardous Substance.

Section 2.5. Indemnitors Investigation . Indemnitors have taken commercially reasonable steps necessary to determine, and have determined, that no Hazardous Substances are, have been or threatened to be generated, treated, stored, used, disposed of or released on, under, from, or about the Property except in compliance with applicable Environmental Laws and/or as could not be anticipated to result in a nuisance condition or threat to human health and safety.

Section 2.6. Indemnitors Compliance . Indemnitors have not undertaken, permitted, authorized, or suffered and will not undertake, permit, authorize, or suffer the presence, use, manufacture, handling, generation, transportation, storage, treatment, discharge, release, burial, or disposal on, under, from or about the Property of any Hazardous Substance or the transportation to or from the Property of any Hazardous Substance except in compliance with applicable Environmental Laws and/or as could not be anticipated to result in a nuisance condition or threat to human health and safety.

Section 2.7. No Pending Litigation . Except as otherwise previously disclosed to Lender in writing, there is no pending or threatened litigation, proceedings, or investigations before or by any administrative agency in which any person or entity alleges or is investigating any alleged presence, release, threat of release, placement on, under, from or about the Property, or the manufacture, handling, generation, transportation, storage, treatment, discharge, burial, or disposal on, under, from or about the Property, or the transportation to or from the Property, of any Hazardous Substance.

Section 2.8. No Notices . Except as otherwise previously disclosed to Lender in writing, Indemnitors have not received any notice, and have no actual or constructive knowledge, that any governmental authority or any employee or agent thereof has determined, or threatens to determine, or is investigating any allegation that there is a presence, release, threat of release, placement on, under, from or about the Property, or the use, manufacture, handling, generation, transportation, storage, treatment, discharge, burial, or disposal on, under, from or about the Property, or the transportation to or from the Property, of any Hazardous Substance.

Section 2.9. No Communications . Except as otherwise previously disclosed to Lender in writing, there have been no communications or agreements with any governmental authority thereof or any private entity, including, but not limited to, any prior owners or operators of the Property, relating in any way to the presence, release, threat of release, placement on, under or about the Property, or the use, manufacture, handling, generation, transportation, storage, treatment, discharge, burial, or disposal on, under or about the Property, or the transportation to or from the Property, of any Hazardous Substance, except for communications made in the ordinary course of business in connection with permits, reports, and routine inspections issued, prepared or conducted by government agencies or authorities having jurisdiction over the Property.

Section 2.10. Other Properties . Neither Indemnitors, nor, to the best knowledge of Indemnitors, any other person, including, but not limited to, any predecessor owner, tenant, licensee, occupant, user, or operator of all or any portion of the Property, has ever caused, permitted, authorized or suffered, and Indemnitors will not cause, permit, authorize, or suffer, any Hazardous Substance to be placed, held, located, or disposed of, on, under or about any other real property, all or any portion of which is legally or beneficially owned (or any interest or estate therein which is owned) by Indemnitors in any jurisdiction now or hereafter ha ...