Hazardous Substances Indemnity Agreement

ENVIRONMENTAL
AND
HAZARDOUS SUBSTANCES INDEMNITY AGREEMENT

THIS ENVIRONMENTAL AND HAZARDOUS SUBSTANCES INDEMNITY AGREEMENT (this " Agreement" ) dated as of September 28, 2007, is given by NNN HEALTHCARE/OFFICE REIT E FLORIDA LTC, LLC, a Delaware limited liability company (" Borrower" ) to and for the benefit of KEYBANK NATIONAL ASSOCIATION, a national banking association, as Administrative Agent (" Agent" ) for the Lenders now or hereafter party to the Loan Agreement referred to below (Agent and Lenders being referred to herein individually and collectively as " Lender" ).

Recitals

On or about the date hereof, Borrower and Lender have entered into that certain Loan Agreement (" Loan Agreement" ) whereby Lender has agreed to make a loan (the " Loan" ) to Borrower in the principal amount of THIRTY MILLION FIVE HUNDRED THOUSAND and NO/100 DOLLARS ($30,500,000.00). Payment of the Loan is secured by the Mortgage which encumbers real property (" Property" ) located in the Counties of Broward, Orange and Duval, State of Florida, as described in the Mortgage. Lender requires this Agreement as a condition to the Loan.

Agreements

In consideration of the Loan, Borrower agrees as follows:

1. Definitions . Initially capitalized terms used and not otherwise defined herein shall have the meanings respectively ascribed to them in the Loan Agreement.

2. Representations and Warranties . Borrower represents and warrants to Lender as follows:

(a) Except as specifically disclosed in the Environmental Reports listed on Exhibit A attached hereto (" Environmental Reports" ), to the best of Borrower' s knowledge, the Property has been and is free from contamination by Hazardous Material, and no release of any Hazardous Material has occurred on, onto or about the Property;

(b) Except as specifically disclosed in the Environmental Reports, to the best of Borrower' s knowledge, the Property currently complies with all Environmental Laws;

(c) To the best of Borrower' s knowledge, all necessary notices have been filed and all required permits, licenses and other authorizations have been obtained, including those relating to the generation, treatment, storage, disposal or use of Hazardous Material at the Property;

(d) To the best of Borrower' s knowledge, there is no present, past or threatened investigation, inquiry or proceeding relating to the environmental condition of, or to events on or about, the Property; and

(e) Borrower has not, nor will it, release or waive the liability of any previous owner, lessee or operator of the Property or any party who may be potentially responsible for the presence of or removal of Hazardous Material from the Property, nor has it made promises of indemnification regarding Hazardous Material on the Property to any party, except as contained herein and in the Loan Documents.

3. Covenants . Borrower shall:

(a) Comply, and cause all other persons on or occupying the Property to comply, with all Laws relating to Hazardous Material;

(b) Not install, use, generate, manufacture, store, treat, release or dispose of, nor permit the installation, use, generation, storage, treatment, release or disposal of, Hazardous Material on, under or about the Property;

(c) Immediately advise Agent in writing of:

(i) Any and all Environmental Proceedings;

(ii) The presence of any Hazardous Material on, under or about the Property of which Lender has not previously been advised in writing;

(iii) Any remedial action taken by, or on behalf of, any Borrower in response to any Hazardous Material on, under or about the Property or to any Environmental Proceedings of which Lender has not previously been advised in writing;

(iv) The discovery by any Borrower of the presence of any Hazardous Material on, under or about any real property or bodies of water adjoining or in the vicinity of the Property; and

(v) The discovery by any Borrower of any occurrence or condition on any real property adjoining or in the vicinity of the Property that could cause the Property or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use of the Property under any Laws relating to Hazardous Material;

(d) Provide Agent with copies of all reports, analyses, notices, licenses, approvals, orders, correspondences or other written materials in its possession or control relating to the environmental condition of the Property or real property or bodies of water adjoining or in the vicinity of the Property or Environmental Proceedings immediately upon receipt, completion or delivery of such materials;

(e) Not install or allow to be installed any tanks on, at or under the Property, except for temporary above-ground tanks used in connection with the corrective actions described in the Environmental Report;

(f) Not create or permit to continue in existence any lien (whether or not such lien has priority over the lien created by the Mortgage) upon the Property imposed pursuant to any Environmental Laws; and

(g) Not change or alter the present use of the Property unless Borrower shall have notified Agent thereof in writing and Agent shall have determined, in its sole and absolute discretion, that such change or modification will not result in the presence of Hazardous Material on the Property in question in such a level that would increase the potential liability for Environmental Proceedings.

4. Right of Entry and Disclosure . Borrower grants to Lender its agents, employees, consultants and contractors, an irrevocable license and authorization to enter upon and inspect the Property at reasonable times and upon reasonable advance notice, and conduct such environmental audits and tests, including, without limitation, subsurface testing, soils and groundwater testing, and other tests which may physically invade the Property, in its sole and absolute discretion, determine are necessary or desirable. With respect to invasive testing, such as soil borings, Lender shall consult with Borrower in advance of such tests. Lender agrees, however, that it shall not conduct any such audits, unless an Event of Default exists under the Loan Documents or Lender has reason to believe that such audit may disclose the presence or release of Hazardous Material or unless an environmental audit deems further testing necessary. Without limiting the generality of the foregoing, Borrower agrees that Lender shall have the right to appoint a receiver to enforce this right to enter and inspect the Property to the extent such authority is provided under applicable law. All reasonable out-of-pocket costs and expenses incurred by Lender in connection with any inspection, audit or testing conducted in accordance with this Section 4 shall be paid by Borrower. The results of all investigations and reports prepar ...