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ENVIRONMENTAL INDEMNITY AGREEMENT

This Environmental Indemnity Agreement (this “ Agreement ”), which is dated as of December 5, 2007, is executed by NNN HEALTHCARE/OFFICE REIT KOKOMO MEDICAL OFFICE PARK, LLC, a Delaware limited liability company (“ Borrower ”), and NNN HEALTHCARE/OFFICE REIT, INC., a Maryland corporation (“ Indemnitor ”), as a condition of, and to induce WACHOVIA FINANCIAL SERVICES, INC., a North Carolina corporation (“ Lender ”), to make, a loan (the " Loan ”) to Borrower evidenced or to be evidenced by a Promissory Note of even date herewith, made by Borrower payable to the order of Lender in the face principal amount of $8,300,000.00 (the “ Note ”). The Loan is secured or to be secured by an Mortgage, Assignment, Security Agreement and Fixture Filing (the “ Mortgage ”) of even date herewith, encumbering certain real and personal property as therein described (collectively, the " Property ”), including the land described in Exhibit A which is attached hereto and made a part hereof.

1.  Certain Definitions . As used in this Agreement:

" Claim ” means any controversy or claim between one or more Obligors and Lender, whether arising in contract or tort or by statute, that arises out of or relates to this Agreement, including any renewals, extensions or modifications hereof.

" Cut-Off Date ” means the earlier of the following two dates: (a) the date on which the indebtedness and obligations secured by the Mortgage have been paid and performed in full and the Mortgage has been released; or (b) the date on which the lien of the Mortgage is fully and finally foreclosed or a conveyance by deed in lieu of such foreclosure is fully and finally effective and possession of the Property has been given to and accepted by the purchaser or grantee free of occupancy and claims to occupancy by Obligors and their heirs, devisees, representatives, successors and assigns; provided, however, that if such payment, performance, release, foreclosure or conveyance is challenged in proceedings under any Debtor Relief Law or otherwise, the Cut-Off Date shall be deemed not to have occurred until such challenge is validly released, dismissed with prejudice or otherwise barred by law from further assertion.

" Debtor Relief Law ” means any federal, state or local law, domestic or foreign, as now or hereafter in effect relating to bankruptcy, insolvency, liquidation, receivership, reorganization, arrangement, composition, extension or adjustment of debts, or any similar law affecting the rights of creditors.

" Default ” has the meaning ascribed to such term in the Mortgage and includes any breach of any covenant, representation or warranty and any other default under this Agreement, subject to any applicable notice and cure period.

" Default Rate ” has the meaning ascribed to such term in the Note.

" Environmental Assessment ” means a report (including all drafts thereof) of an environmental assessment of the Property of such scope as may be requested by Lender or another Indemnified Party, including the taking of soil borings and air and groundwater samples and other above- and below-ground testing, by a consulting firm acceptable to such Indemnified Party and made in accordance with the established guidelines of such Indemnified Party.

" Environmental Claim ” means any investigative, enforcement, cleanup, removal, containment, remedial or other private or governmental or regulatory action at any time threatened, instituted or completed pursuant to any applicable Environmental Requirement, against Borrower or any Obligor, against or with respect to the Property or any condition, use or activity on the Property (including any such action against any Indemnified Party), and any claim at any time threatened or made by any person against any Obligor or against or with respect to the Property or any condition, use or activity on the Property (including any such claim against any Indemnified Party), relating to damage, contribution, cost recovery, compensation, loss or injury resulting from or in any way arising in connection with any Hazardous Material or any Environmental Requirement.

" Environmental Damages ” means all claims, demands, liabilities (including strict liability), losses, damages (including consequential damages), causes of action, judgments, penalties, fines, reasonable costs and expenses (including fees, costs and expenses of attorneys, consultants, contractors, experts and laboratories), of any and every kind and character, contingent or otherwise, matured or unmatured, known or unknown, foreseeable or unforeseeable, made, incurred, suffered, brought, or imposed at any time and from time to time, and arising in whole or in part from any of the following matters, regardless of whether caused by an Obligor or a tenant or subtenant, or a prior owner of the Property or its tenant or subtenant, or any third party:

(a) The presence of any Hazardous Material on the Property, or any escape, seepage, leakage, spillage, emission, release, discharge or disposal of any Hazardous Material on or from the Property, or the migration or release or threatened migration or release of any Hazardous Material to, from or through the Property, on or before the Cut-Off Date; or

(b) Any act, omission, event or circumstance existing or occurring in connection with the handling, treatment, containment, removal, storage, decontamination, cleanup, transport or disposal of any Hazardous Material which is or was present on the Property on or before the Cut-Off Date; or

(c) The breach of any representation, warranty, covenant or agreement contained in this Agreement because of any event or condition occurring or existing on or before the Cut-Off Date; or

(d) Any violation relating to the Property on or before the Cut-Off Date, of any Environmental Requirement in effect on or before the Cut-Off Date, regardless of whether any act, omission, event or circumstance giving rise to the violation constituted a violation at the time of the occurrence or inception of such act, omission, event or circumstance; or

(e) Any Environmental Claim, or the filing or imposition of any environmental lien against the Property, because of, resulting from, in connection with, or arising out of any of the matters referred to in the preceding clauses (a) through (d).

Without limiting the generality of the foregoing, “ Environmental Damages ” includes: (i) the investigation or remediation of any such Hazardous Material or violation of any such Environmental Requirement, including the preparation of any feasibility studies or reports and the performance of any cleanup, remediation, removal, response, abatement, containment, closure, restoration, monitoring or similar work required by any Environmental Requirement or necessary to have full use and benefit of the Property as contemplated by the Loan Documents (including any of the same in connection with any foreclosure action or transfer in lieu thereof); (ii) injury or damage to any person, property or natural resource occurring on or off the Property, including the cost of demolition and rebuilding of any improvements on real property; (iii) all liability to pay or indemnify any person or governmental authority for costs expended in connection with any of the matters included within this definition of Environmental Damages; (iv) the investigation and defense of any claim, whether or not such claim is ultimately defeated; and (v) the settlement of any claim or judgment.

" Environmental Law ” means any federal, state or local law, statute, ordinance, code, rule, regulation, license, authorization, decision, order, injunction, decree, or rule of common law, and any judicial interpretation of any of the foregoing, which pertains to health or safety (as they relate to natural resources or the environment), any Hazardous Material, or the environment (including ground or air or water or noise pollution or contamination, and underground or aboveground tanks) and shall include the Solid Waste Disposal Act, 42 U.S.C. § 6901 et seq.; the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601 et seq. (“ CERCLA ”), 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 Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Clean Air Act, 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.; and any other state or federal environmental statutes, and all rules, regulations, orders and decrees now or hereafter promulgated under any of the foregoing, as any of the foregoing now exist or may be changed or amended or come into effect in the future.

" Environmental Requirement ” means any Environmental Law, agreement or restriction, as the same now exists or may be changed or amended or come into effect in the future, which pertains to health or safety (as they relate to natural resources or the environment), any Hazardous Material, or the environment, including ground, air, water or noise pollution or contamination, and underground or aboveground tanks.

" Hazardous Material ” means any substance, whether solid, liquid or gaseous: (a) 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 Requirement; or (b) which is or which contains asbestos, radon, any polychlorinated biphenyl, urea formaldehyde foam insulation, explosive or radioactive material, or motor fuel or other petroleum hydrocarbons; or (c) 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 the Property.

" Indemnified Party ” means each of the following persons and entities: (a) Lender or any subsequent holder of the Note; (b) any persons or entities owned or controlled by, owning or controlling, or under common control or affiliated with, Lender, and/or any subsequent holder of the Note; (c) any participants and co-lenders in the Loan; (d) the directors, officers, partners, employees, attorneys and agents of each of the foregoing persons and entities; and (e) the heirs, personal representatives, successors and assigns of each of the foregoing persons and entities.

" Loan Documents ” has the meaning ascribed to such term in the Mortgage.

" Obligor ” means any individual Borrower or Indemnitor and “ Obligors ” means some or all of the persons and entities comprising Borrower and/or Indemnitor, collectively.

" On ” or “ on ”, when used with respect to the Property or any property adjacent to the Property, means “on, in, under, above or about.”

2.  Representations and Warranties . Each Obligor hereby represents and warrants to, and covenants with, Lender, that, except as disclosed in that certain Phase 1 Environmental Site Assessment Report provided to Lender in connection with the closing of the Loan, as of the date of recordation of the Mortgage:

(a) During the period of Borrower’s ownership of the Property, the Property has not been used for industrial or manufacturing purposes, for landfill, dumping or other waste disposal activities or operations, for generation, storage, use, sale, treatment, processing, recycling or disposal of any Hazardous Material, for underground or aboveground storage tanks, or for any other use that could give rise to the release of any Hazardous Material on the Property; to the best of Obligors’ knowledge, no such use of the Property occurred at any time prior to the period of Borrowe


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