0001299933-07-005804 Sample Contracts

UNCONDITIONAL PAYMENT GUARANTY
Unconditional Payment Guaranty • October 4th, 2007 • NNN Healthcare/Office REIT, Inc. • Real estate investment trusts • Florida

THIS UNCONDITIONAL PAYMENT GUARANTY (“Guaranty”) dated as of September 28, 2007, is given by NNN HEALTHCARE/OFFICE REIT, INC., a Maryland corporation (“Guarantor”) to and for the benefit of KEYBANK NATIONAL ASSOCIATION, a national banking association, its successors and assigns, as administrative agent (in that capacity, “Agent”) for the lenders (each and together, “Lender”) now or hereafter party to the Loan Agreement referred to below.

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AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS
Agreement for Purchase and Sale of Real Property and Escrow Instructions • October 4th, 2007 • NNN Healthcare/Office REIT, Inc. • Real estate investment trusts

THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (this “Agreement”) is made and entered into as of August 6, 2007 (the Execution Date), by and between Health Quest Realty XVII, an Indiana general partnership (“HQR 17”), Health Quest Realty XXII, an Indiana general partnership (“HQR 22”), and Health Quest Realty XXXV, an Indiana general partnership (“HQR 35”) (collectively, “Seller”) and TRIPLE NET PROPERTIES, LLC, a Virginia limited liability company (“Buyer”), with reference to the following facts:

ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT
Assignment and Assumption of Purchase Agreement • October 4th, 2007 • NNN Healthcare/Office REIT, Inc. • Real estate investment trusts

THIS ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT (this “Assignment”) dated as of September 28, 2007, is made and entered into by and between TRIPLE NET PROPERTIES, LLC, a Virginia limited liability company (“Assignor”), and NNN HEALTHCARE/OFFICE REIT E FLORIDA LTC, LLC, a Delaware limited liability company (“Assignee”), with reference to the following Recitals:

ENVIRONMENTAL AND HAZARDOUS SUBSTANCES INDEMNITY AGREEMENT
Environmental and Hazardous Substances Indemnity Agreement • October 4th, 2007 • NNN Healthcare/Office REIT, Inc. • Real estate investment trusts • Florida

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”).

LOAN AGREEMENT
Loan Agreement • October 4th, 2007 • NNN Healthcare/Office REIT, Inc. • Real estate investment trusts

THIS LOAN AGREEMENT (“Agreement”) dated as of September 28, 2007, is made by and among NNN HEALTHCARE/OFFICE REIT E FLORIDA LTC, LLC, a Delaware limited liability company (“Borrower”), each lender from time to time a party hereto (individually, a “Lender” and collectively, the “Lenders”) and KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), its successors and assigns, as administrative agent for the Lenders (referred to in such capacity as “Agent”).

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