Northmeadow Medical Center

ENVIRONMENTAL CERTIFICATION AND
INDEMNITY AGREEMENT

THIS ENVIRONMENTAL CERTIFICATION AND INDEMNITY AGREEMENT (“Agreement”) is made and delivered as of November 20, 2007, by NNN HEALTHCARE/OFFICE REIT NORTHMEADOW, LLC, a Georgia limited liability company (“Borrower”), and NNN HEALTHCARE/OFFICE REIT, INC., a Maryland corporation (“Guarantor”), jointly and severally (collectively with Borrower, the “Indemnitor”) for the benefit of and in favor of EQUITRUST LIFE INSURANCE COMPANY, an Iowa corporation (“Lender”).

RECITALS:

A. Borrower desires to obtain financing from Lender (the “Loan”) in the aggregate amount of $8,000,000.00 to be evidenced by a Secured Installment Note in an original principal amount of $8,000,000.00 (the “Note”). The Note will be secured by, among other things, a Deed to Secure Debt, Security Agreement and Financing Statement with Absolute Assignment of Rents and Leases (the “Security Deed”). Additionally, Borrower has or will execute in favor of Lender an Absolute Assignment of Leases, Rents and Income (the “Assignment of Leases”) and certain other documents evidencing, creating or securing the Note. The Note, the Security Deed, the Assignment of Leases and such other documents, agreements or instruments as shall now or hereafter evidence, create or secure the Loan are hereinafter sometimes collectively called the “Loan Documents.”

B. Lender is willing to make the Loan to Borrower only under certain terms and conditions, which include the execution and delivery of this Agreement by Indemnitor.

C. The parties other than Borrower comprising Indemnitor have a direct or indirect financial interest in Borrower and receive benefit from Lender making the Loan to Borrower.

NOW THEREFORE in consideration of the Loan and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Indemnitor, Indemnitor hereby covenants and agrees with Lender as follows:

1.  Definitions . All terms not otherwise defined herein shall have the same meanings as set forth in the Security Deed. As used herein, the following terms shall have the following meanings:

(A) “Hazardous Materials” means any asbestos, asbestos containing materials, PCB’S, formaldehyde, carcinogens, hydrocarbons and other petroleum products or byproducts, harmful or toxic chemicals, pollutants, contaminants, flammables, explosives, radioactive or radon-containing materials, mold and mycotoxins, and other gases, substances, chemicals and materials defined under federal, state or local laws and regulations (whether now existing or hereafter enacted, formulated or imposed) as “hazardous substances,” “hazardous materials,” “hazardous waste,” “toxic substances,” “pollutants” or “contaminants.” The term “Permitted Hazardous Materials” means commercially sold products otherwise within the definition of the term “Hazardous Materials,” but (1) which are used or disposed of by Borrower or used or sold by tenants of the Property in the ordinary course of their respective businesses, (2) the presence of which product is not prohibited by Applicable Environmental Laws, and (3) the use and disposal of which are in all respects in accordance with Applicable Environmental Laws.

(B) “Applicable Environmental Law(s)” shall mean all statutes, laws, ordinances, acts, rules, regulations, decrees, and rulings of all governmental authorities which relate or pertain to health, safety, the environment or Hazardous Materials, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C.A. Sec. 9601 et seq. (“CERCLA”); the Resource Conservation and Recovery Act of 1976, 42 U.S.C.A. Sec. 6901 et seq.; the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C.A. Sec. 6901 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C.A. Sec. 5101 et seq.; the Toxic Substances Control Act, 15 U.S.C.A. Sec. 2601 et seq.; the Clean Air Act, 42 U.S.C.A. Sec. 7401 et seq.; the Clean Water Act, 33 U.S.C.A. Sec. 1251 et seq.; and all similar or related laws of the State of Georgia, and all environmental regulation, cleaning and control laws of the State of Georgia, all as amended from time to time.

(C) “Disposal,” “release,” “threatened release,” “use,” “storage,” “disposition,” and “manufacture” shall have the definitions assigned thereto by CERCLA or other Applicable Environmental Laws.

(D) “Property” means the “Property,” the “Improvements” and all other “Deed Property” as those terms are defined in the Security Deed.

2.  Representations and Agreements .

(A) Indemnitor hereby represents and warrants that: (i) to the best of Indemnitor’s knowledge, except to the extent set forth in any environmental reports provided to Lender, the Property does not contain or incorporate and is not threatened with contamination from Hazardous Materials; (ii) to the best of Indemnitor’s knowledge, the Property has never been used in connection with the handling, generation, storage, manufacture, release or disposal of Hazardous Materials other than Permitted Hazardous Materials; (iii) there have been no releases and, to Indemnitor’s knowledge, there are no threatened releases of Hazardous Materials on, onto, from, or under the Property; (iv) all current, and to the best of Indemnitor’s knowledge, all past uses of the Property comply