Environmental Indemnity Agreement

ENVIRONMENTAL INDEMNITY AGREEMENT

This ENVIRONMENTAL INDEMNITY AGREEMENT dated as of September 10, 2007 (the " Agreement" ), is executed by NNN HEALTHCARE/OFFICE REIT HOLDINGS, L.P. , a Delaware limited partnership (the " Borrower" ), NNN HEALTHCARE/OFFICE REIT TRIUMPH, LLC , a Delaware limited liability company (" Triumph" ) and NNN HEALTHCARE/OFFICE REIT, INC. , a Maryland corporation (the " Guarantor" ; the Borrower, Triumph and the Guarantor each being referred to herein as an " Indemnitor" and collectively as the " Indemnitors" ) to and for the benefit of LASALLE BANK NATIONAL ASSOCIATION , a national banking association, together with its successors and assigns, individually and as agent for the Banks (as described in the Loan Agreement described below) (individually, " LaSalle" and as agent, the " Agent" ).

R E C I T A L S:

A. Pursuant to the terms of the Loan Agreement dated September 10, 2007 among the Agent, the Banks and the Borrower (the " Loan Agreement" ), the Banks have extended to the Borrower a credit facility providing for loans in the principal amount of up to Fifty Million and 00/100 Dollars ($50,000,000.00) (subject to increase to One Hundred Twenty Million and 00/100 Dollars [$120,000,000.00] under the terms set forth in the Loan Agreement) (the " Loan" ).

B. The Loan is evidenced by that certain Promissory Note dated even date herewith (as amended, modified and restated from time to time, the " Note" ), executed by the Borrower and made payable to the order of LaSalle secured by those certain Commercial Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filings dated as of even date herewith (jointly, the " Security Instrument" ), executed by a subsidiary of Borrower to and for the benefit of the Agent, encumbering real property described on Exhibit " A" attached hereto, together with the other collateral as described in the Security Instrument (the real property and other collateral being collectively referred to as the " Property" ). Capitalized terms used and not specifically defined herein shall bear the same meaning as in the Security Instrument.

C. As a condition to making the Loan, the Banks have required that the Indemnitors indemnify the Agent and the Banks with respect to environmental conditions and operations at the Property as set forth below.

NOW, THEREFORE, to induce the Banks to extend the Loan to the Borrower and in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Indemnitors hereby covenant and agree for the benefit of the Agent and the other Indemnified Parties (as defined below), as follows:

A G R E E M E N T S:

1. ENVIRONMENTAL MATTERS .

1.1 Definitions . For purposes of this Agreement the following terms have the following meanings:

" Business Day" shall mean any day other than a Saturday, Sunday or a legal holiday on which banks are authorized or required to be closed for the conduct of commercial banking business in Chicago, Illinois.

" Environmental Laws" shall mean any and all federal, state and local laws (whether under common law, statute, rule, regulation or otherwise), requirements under permits or other authorizations issued with respect thereto, and other orders, decrees, judgments, directives or other requirements of any governmental authority relating to or imposing liability or standards of conduct (including disclosure or notification) concerning protection of human health or the environment or Hazardous Substances or any activity involving Hazardous Substances, all as previously and in the future to be amended.

" Hazardous Substance" shall mean, but is not limited to, any substance, chemical, material or waste (a) which is regulated by any federal, state or local governmental authority because of its toxic, flammable, corrosive, reactive, carcinogenic, mutagenic, infectious, radioactive, or other hazardous property or because of its effect on the environment, natural resources or human health and safety, including, but not limited to, petroleum and petroleum products, asbestos-containing materials, polychlorinated biphenyls, lead and lead-based paint, radon, radioactive materials, flammables and explosives; or (b) which is designated, classified, or regulated as being a hazardous or toxic substance, material, pollutant, waste (or a similar such designation) under any federal, state or local law, regulation or ordinance, including under any Environmental Law such as the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. a79601 et seq .), the Emergency Planning and Community Right-to-Know Act (42 U.S.C. a711001 et seq .), the Hazardous Substances Transportation Act (49 U.S.C. a71801 et seq .), or the Clean Air Act (42 U.S.C. a77401 et seq .).

" Indemnified Parties" shall mean and includes LaSalle, Agent, the Banks and their respective parents, subsidiaries, and affiliated companies, assignees of any of LaSalle' s or any Banks' interest in the Loan or the Loan Documents, any servicer or originator of the Loan, and the officers, directors, employees, agents and contractors of any of the foregoing parties.

" Loan Documents" shall mean the Note or any other Notes evidencing the Loan or any portions thereof, the Security Instrument, this Agreement, the Loan Agreement and any other document given by any Indemnitor to evidence or secure the Loan, as amended from time to time.

" Release" shall mean any release, deposit, discharge, emission, leaking, leaching, spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping, disposing or other movement of Hazardous Substances.

" Reports" shall mean the environmental studies and reports identified on Exhibit " B" attached hereto and made a part hereof.

1.2

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Environmental Representations and Warranties . Except as otherwise fully disclosed by the Indemnitors to the Indemnified Parties in writing detailing any exceptions to the following environmental representations and warranties or fully disclosed to the Indemnified Parties in the Reports, the Indemnitors hereby represent and warrant to the Indemnified Parties that, as of the date hereof, to the best of Indemnitors' knowledge:

(a) neither the Property nor any operations of the Borrower are in violation of any Environmental Laws or any permit or other authorization issued pursuant thereto;

(b) no Hazardous Substances are, or to the Indemnitors' knowledge and belief, have been handled, generated, stored, processed or otherwise managed on or at the Property except for those substances used by the Borrower or tenants under leases at the Property in the ordinary course of their businesses and in compliance with all Environmental Laws;

(c) there are not, to the Indemnitors' knowledge, any past or present Releases of Hazardous Substances in, on, under or from the Property;

(d) the Property is not subject to any private or governmental lien or judicial or administrative notice or action relating to Hazardous Substances;

(e) there are no existing or closed underground storage tanks or other underground storage receptacles for Hazardous Substances on the Property;

(f) the Borrower has received no notice of, and to the Borrower' s knowledge, there exists no investigation, action, proceeding or claim by any agency, authority or unit of government or by any third party which could result in any liability, penalty, sanction or judgment under any Environmental Laws with respect to any condition, use or operation of the Property or any of the Borrower' s operations, nor does the Borrower know of any basis for such a claim;

(g) there has been no claim by any party that any use, operation or condition of the Property or any of the Borrower' s operations has caused any nuisance or any other liability or adverse condition on any other property nor does the Borrower know of any basis for such a claim; and

(h) there are no agreements, consent orders, decrees, judgments, license or permit conditions or other orders or directives of any federal, state or local court, governmental agency or authority or agreements, whether settlement agreements or otherwise, with any third parties relating to the ownership, use, operation, sale, transfer or conveyance of the Property that require any change in the present condition of the Property or any work, repairs, construction, containment, clean up, investigations, studies, removal or other remedial action or capital expenditures with respect to the Property.

1.3 Environmental Covenants . The Borrower covenants and agrees that the Borrower: (a) shall keep or cause the Property to be kept free from Hazardous Substances (except those substances used by the Borrower, priority owner or tenants under leases at the Property in the ordinary course of their businesses and in compliance with all Environmental Laws); (b) shall not install or use any underground storage tanks except in compliance with all Environmental Laws, shall not itself engage in and shall expressly prohibit all tenants of space in the Improvements from engaging in the use, generation, handling, storage, production, processing or management of Hazardous Substances in violation of applicable Environmental Laws, except in the ordinary course of their businesses and in compliance with all Environmental Laws ; (c) shall not itself cause or knowingly allow and shall expressly prohibit the Release of Hazardous Substances in violation of applicable Environmental Laws at, on, under, or from the Property; shall cause property owner and shall expressly require property owner to require all tenants and any other persons who may come upon the Property to comply with all applicable Environmental Laws; (d) shall cause property owner to keep the Property free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of the property owner, the Borrower or any other person or entity (" Environmental Liens" ); (e) without limiting the generality of the foregoing, during the term of this Agreement, shall not permit property owner to use any construction materials which contain asbestos nor install in the Improvements on the Property or permit to be installed in the Improvements on the Property, any materials which contain asbestos.

1.4 Notice and Access . The Indemnitors shall promptly notify the Indemnified Agent in writing if any of the Indemnitors knows, suspects or believes there is or are (a) any Hazardous Substances, other than those used by the property owner or tenants under leases at the Property in the ordinary course of their businesses and in compliance with all Environmental Laws, present on the Property; (b) any Release of Hazardous Substances in, on, under, from or migrating towards the Property; (c) any non-compliance with Environmental Laws related in any way to the Property; (d) any actual or potential Environmental Liens; (e) any investigation or action or claim, whether threatened or pending, by any governmental agency or third party pertaining to the Release of Hazardous Substances in, on, under, from, or migrating towards the Property; and/or (f) any installation of wells, piping, or other equipment at the Property to investigate, remediate or otherwise address any Release of Hazardous Substances at, on, in or in the vicinity of the Property. The Indemnitors shall promptly, to the extent required of Indemnitors under applicable Environmental Laws and at the Indemnitors' sole cost and expense, take all reasonable actions with respect to any Hazardous Substances or other environmental condition at, on or under the Property or other affected property, including all investigative, monitoring, removal, containment and remedial actions in accordance with all applicable Environmental Laws, including the payment, at no expense to the Indemnified Parties, of all clean-up, administrative and enforcement costs of applicable governmental agencies which may be asserted against the Property in all instances as necessary to comply with and as required of Indemnitors pursuant to all applicable Environmental Laws; (ii) protect human health or the environment; (iii) allow continued use, occupation, or operation of the Property; and/or (iv) maintain the fair market value of the Property (collectively, the " Completion of the Clean-up" ). In the event the Indemnitors fail to do so, the Indemnified Parties may, but shall not be obligated or have any duty to, cause the Completion of the Clean-up of the Property. Upon reasonable prior notice, the Indemnitors hereby grant to the Indemnified Parties and their agents and employees access during normal business hours to the Property as provided in Section 1.6 below, and a license ...