LOAN ASSUMPTION AND SUBSTITUTION AGREEMENT

Upon recordation, return to:

J. Keith Jones, Esq.

Sonnenschein Nath & Rosenthal LLP

5960 Fairview Road, Suite 400

Charlotte, North Carolina 28210

LASALLE BANK NATIONAL ASSOCIATION AS TRUSTEE UNDER THAT CERTAIN POOLING AND SERVICING AGREEMENT
DATED AS OF MAY 13, 2004, FOR THE REGISTERED HOLDERS OF GREENWICH CAPITAL COMMERCIAL FUNDING CORP.
COMMERCIAL MORTGAGE TRUST 2004-GG1, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-GG1

LOAN ASSUMPTION

AND

SUBSTITUTION AGREEMENT

Date: As of July 27, 2007

1

LOAN ASSUMPTION AND SUBSTITUTION AGREEMENT

THIS LOAN ASSUMPTION AND SUBSTITUTION AGREEMENT (this “ Agreement ”) is made and entered into as of July 27, 2007, by and among NNN HEALTHCARE/OFFICE REIT GWINNETT, LLC, a Delaware limited liability company having an address of 1551 North Tustin Avenue #300, Santa Ana, California 92705 (“ Assuming Borrower ”), NNN HEALTHCARE/OFFICE REIT, INC., a Maryland corporation having an address of 1551 North Tustin Avenue #300, Santa Ana, California 92705 (“ Assuming Indemnitor ”), GWINNETT PROFESSIONAL CENTER, LTD., a Georgia limited liability company having an address of 10565 Montclair Way, Duluth, Georgia 30097 (“ Original Borrower ”), in favor of LASALLE BANK NATIONAL ASSOCIATION as Trustee under that certain Pooling and Servicing Agreement dated as of May 13, 2004 (the “ PSA ”), for the Registered Holders of Greenwich Capital Commercial Funding Corp. Commercial Mortgage Trust 2004-GG1, Commercial Mortgage Pass-Through Certificates, Series 2004-GG1, whose mailing address is c/o Wachovia Bank, National Association, Wachovia Securities, Commercial Real Estate Services, 8739 Research Drive-URP4, Charlotte, North Carolina 28288-1075 (28262-1075 for overnight deliveries), Attn: Portfolio Manager (“ Lender ”).

RECITALS

A. ARCHON FINANCIAL, L.P., a Delaware limited partnership (“ Original Lender ”), pursuant to the Loan Documents (as defined below) made a loan to Original Borrower in the original principal amount of $6,000,000.00 (the “ Loan ”). The Loan is evidenced and secured by the following documents executed in favor of Original Lender by Original Borrower and Original Indemnitor:

The foregoing documents, are collectively referred to as the “ Loan Documents .” As used herein, the term “ Assuming Obligors ” shall mean Assuming Borrower and Assuming Indemnitor, and the term “ Original Obligors ” shall mean Original Borrower and Original Indemnitor.

B. Original Lender assigned, sold and transferred its interest in the Loan and all Loan Documents to Lender and Lender is the current holder of all of Original Lender’s interest in the Loan and Loan Documents.

C. Original Borrower continues to be the owner of the Property (as defined below).

D. Pursuant to that certain Real Estate Purchase Agreement dated as of May 24, 2007, by and between Original Borrower and Triple Net Properties, LLC (as assigned to Assuming Borrower, the “ Sales Agreement ”), Original Borrower agreed to sell, and Assuming Borrower agreed to purchase, that certain real property more particularly described on Exhibit A attached hereto, together with all other property encumbered by the Mortgage and the other Loan Documents (collectively, the “ Property ”). The Sales Agreement requires that Assuming Borrower assume the Loan and the obligations of Original Borrower under the Loan Documents, and conditions the closing of the sale of the Property upon Lender’s consent to the sale of the Property and the assumption of the Loan.

E. Pursuant to Paragraph 8 of the Mortgage, Original Borrower has the right to sell the Property to a third party subject to the consent of Lender and the satisfaction of certain conditions specified therein. Original Borrower and Assuming Borrower have requested that Lender consent to the sale, conveyance, assignment and transfer of the Property by Original Borrower to Assuming Borrower, subject to the Mortgage and the other Loan Documents, and to the assumption by Assuming Borrower of the Loan and the assumption by Assuming Obligors of the obligations of Original Obligors under the Loan Documents, to the extent set forth herein (the “ Assumption ”).

F. Lender is willing to consent to the sale, conveyance, assignment and transfer of the Property by Original Borrower to Assuming Borrower, subject to the Mortgage and the other Loan Documents, and to the Assumption on and subject to the terms and conditions set forth in this Agreement, the Mortgage and the other Loan Documents.

G. Lender, Original Borrower and Assuming Obligors, by their respective executions hereof, evidence their consent to the transfer of the Property to Assuming Borrower and the Assumption as hereinafter set forth.

STATEMENT OF AGREEMENT

In consideration of the mutual covenants and agreements set forth herein, the parties hereto hereby agree as follows:

1.  Representations, Warranties and Covenants of Original Obligors; Release of Lender .

(a) Original Borrower hereby represent to Lender and to Assuming Obligors, as of the date hereof that: (i) simultaneously with the execution and delivery hereof, Original Borrower has conveyed and transferred all of the Property to Assuming Borrower; (ii) simultaneously with the execution and delivery hereof, Original Borrower has assigned and transferred to Assuming Borrower all leases, tenancies, security deposits and prorated rents of the Property in effect as of the date hereof (the “ Leases ”) retaining no rights therein or thereto; (iii) Original Borrower has not received a mortgage from Assuming Borrower encumbering the Property to secure the payment of any sums due Original Borrower or obligations to be performed by Assuming Borrower; (iv) except as may otherwise be permitted pursuant to the Loan Documents, the Mortgage is a valid first lien on the Property for the full unpaid principal amount of the Loan and all other amounts as stated therein; (v) no Event of Default (as defined in the Mortgage) has occurred and is continuing; (vi) there are no defenses, set-offs or rights of defense, set-off or counterclaim whether legal, equitable or otherwise to the obligations evidenced by or set forth in the Loan Documents; (vii) all provisions of the Loan Documents are in full force and effect except as modified herein; (viii) except as may otherwise be permitted pursuant to the Loan Documents, there are no subordinate liens of any kind covering or relating to the Property, nor are there any mechanics’ liens or liens for unpaid taxes or assessments encumbering the Property, nor has notice of a lien or notice of intent to file a lien been received; and (ix) the representations and warranties made by Original Borrower in the Loan Documents or in any other documents or instruments delivered in connection with the Loan Documents including, without limitation, all representations and warranties with respect to environmental matters, are true on and as of the date hereof, with the same force and effect as if made on and as of the date hereof.

(b) Original Borrower hereby covenant and agree that: (i) from and after the date hereof, Lender may deal solely with Assuming Obligors in all matters relating to the Loan, the Loan Documents and the Property; (ii) they shall not at any time hereafter take (x) a mortgage or other lien encumbering the Property or (y) a pledge of direct or indirect interests in Assuming Borrower from Assuming Obligors to secure any sums to be paid or obligations to be performed by Assuming Obligors so long as any portion of the Loan remains unpaid; and (iii) Lender has no further duty or obligation of any nature relating to this Loan or the Loan Documents to Original Obligors.

Original Borrower understand and intend that Lender and Assuming Obligors shall rely on the representations, warranties and covenants contained herein.

2.  Representations, Warranties and Covenants of Assuming Obligors .

(a) Assuming Obligors hereby represent and warrant to Lender and Original Obligors, as of the date hereof that: (i) simultaneously with the execution and delivery hereof, Assuming Borrower has purchased from Original Borrower all of the Property and has accepted Original Borrower’s assignment of the Leases; (ii) Assuming Borrower has assumed the performance of Original Borrower’s obligations under the Leases which arise from and after the date hereof; (iii) Assuming Borrower has not granted to Original Borrower (x) a mortgage or other lien upon the Property or (y) a pledge of direct or indirect interests in Assuming Borrower to secure any debt or obligations owed to Original Borrower; and Assuming Obligors have reviewed all of the Loan Documents as modified by this Agreement, and consent to the terms thereof. For the avoidance of doubt, Assuming Obligors are not assuming the UCC-1 Financing Statements identified in Recitals A(4) and A(5) above as new UCC-1 Financing Statements will be filed with Assuming Borrower as debtor and Lender as secured party.

(b) Assuming Borrower shall not hereafter, without Lender’s prior consent in accordance with the terms of the Loan Documents, further encumber the Property or sell or transfer the Property or any interest therein, except as may be specifically permitted in the Loan Documents. Assuming Obligors have no knowledge that any of the representations and warranties made by Original Borrower herein are untrue, incomplete or incorrect.

(c) Assuming Indemnitor hereby represents and warrants to Lender and Original Obligors that Assuming Indemnitor is an affiliate of Assuming Borrower and Assuming Indemnitor will derive substantial economic benefit from Lender’s consent to the Assumption. Assuming Indemnitor hereby acknowledges and agrees that Assuming Indemnitor has executed this Agreement and agreed to be bound by the covenants and agreements set forth herein in order to induce Lender to consent to the transaction described herein. Accordingly, Assuming Indemnitor acknowledges that Lender would not consent to the transaction described herein without the execution and delivery by Assuming Indemnitor of this Agreement.

Assuming Obligors understand and intend that Lender shall rely on the representations, warranties and covenants contained herein.

3.  Assumption of Obligations of Borrower . Assuming Borrower hereby assumes the Debt (as defined in the Mortgage) and Assuming Borrower hereby assumes all the other obligations of Original Borrower of every type and nature set forth in the Loan Documents in accordance with their respective terms and conditions, as the same may be modified by this Agreement. Assuming Borrower further agrees to abide by and be bound by all of the terms of the Loan Documents as modified by this Agreement applicable to the “Borrower” or “Assignor” in accordance with their respective terms and conditions including, but not limited to, the representations, warranties, covenants, assurances and indemnifications therein, all as though each of the Loan Documents had been made, executed and delivered by Assuming Borrower. Assuming Borrower agrees to pay when and as due all sums due under the Note and agrees to pay, perform and discharge each and every other obligation of payment and performance of the “Borrower” or “Assignor” pursuant to and as set forth in the Loan Documents at the time, in the manner and otherwise in all respects as therein provided. Assuming Borrower hereby acknowledges, agrees and warrants that to its knowledge: (i) there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, which would enable Assuming Borrower to avoid or delay timely performance of its obligations under the Loan Documents, as applicable; and (ii) there are no monetary encumbrances or liens of any kind or nature against the Property except those created by the Loan Documents, and all rights, priorities, titles, liens and equities securing the payment of the Note are expressly recognized as valid and are in all things renewed, continued and preserved in force to secure payment of the Note, except as amended herein.

4.  Assumption of the Obligations of the Indemnitor under the Indemnity Agreement and Environmental Indemnity Agreement; Substitution of Indemnitor . From and after the date of this Agreement, Assuming Indemnitor shall be obligated and responsible for the performance of each and all of the obligations and agreements of the “Indemnitor,” “Guarantor” or “Principal” (collectively referred to herein as “ Indemnitor ”) under the Indemnity Agreement, the Environmental Indemnity Agreement and the other Loan Documents to which Original Indemnitor is a party. Assuming Indemnitor shall be liable and responsible for each and all of the liabilities of the Indemnitor thereunder, and shall be substituted in lieu of and in place of Original Indemnitor as fully and completely as if Assuming Indemnitor had originally executed and delivered such Loan Documents as the Indemnitor thereunder including, without limitation, all of those obligations, agreements and liabilities which would have, but for the provisions of this Agreement, been the obligations, agreements and liabilities of Original Indemnitor, without regard to when such obligations, agreements and liabilities arise, accrue or have arisen or accrued, and without regard to the Indemnitor then responsible or liable therefor at the time of such accrual. From and after the date hereof, Assuming Indemnitor further agrees to abide by and be bound by all of the terms of the Loan Documents having reference to the Indemnitor, all as though each of the Loan Documents to which Original Indemnitor is a party had been made, executed and delivered by Assuming Indemnitor as the Indemnitor. From and after the date hereof, Assuming Indemnitor hereby agrees to pay, perform and discharge each and every obligation of payment and performance of the Indemnitor under, pursuant to and as set forth in the Loan Documents at the time, in the manner and otherwise in all respects as therein provided. With respect to the Environmental Indemnity Agreement, the liability of Assuming Indemnitor shall be joint and several with that of Assuming Borrower.

5.  Notices to Indemnitor . Without amending, modifying or otherwise affecting the provisions of the Loan Documents except as expressly set forth herein, Lender shall, from and after the date of this Agreement, deliver any notices to the Indemnitor which are required to be delivered pursuant to the Loan Documents or are otherwise delivered by Lender thereunder at Lender’s sole discretion, to Assuming Indemnitor’s address set forth above.

6.  Consent to Conveyance; Assumption and Substitution of Indemnitor; Release of Original Obligors; Lender Estoppel . Subject to the terms and conditions set forth in this Agreement, Lender consents to: (a) the sale, conveyance, assignment and transfer of the Property by Original Borrower to Assuming Borrower, subject to the Mortgage and the other Loan Documents; (b) the assumption by Assuming Borrower of the Loan and the obligations of Original Borrower under the Loan Documents as modified by this Agreement; and (c) the assumption by Assuming Indemnitor of the obligations of Original Indemnitor under the Loan Documents as modified by this Agreement. Original Obligors are hereby released from any liability to Lender under any and all of the Loan Documents first arising or accruing subsequent to the Assumption. Lender’s consent to such transfer and Assumption shall, however, not constitute its consent to any subsequent transfers of the Property. Original Obligors hereby acknowledge and agree that the foregoing release shall not be construed to release Original Obligors from any personal liability under the Note or any of the other Loan Documents for any act or event occurring or obligation arising prior to or simultaneously with the closing of the transaction described herein.

Lender hereby represents and warrants to Assuming Obligors and Original Obligors that, to the “actual knowledge of Lender”: (i) as of the date hereof, no default or Event of Default under the Loan Documents has occurred and is continuing, and (ii) no facts or circumstances exist which through the passage of time, would constitute an Event of Default. For purposes of this paragraph, the “actual knowledge of Lender” shall mean the actual knowledge of employees of Wachovia Bank National Association (“ Wachovia ”) actively involved with the transactions described herein or with the servicing of the Loan without any independent inquiry or investigation. The “actual knowledge of Lender” shall not include knowledge imputed from other Lender Parties or other groups or employees of Wachovia not actively involved in the servicing of the Loan. Lender reserves the right to declare any existing default or Event of Default which is not currently known but which subsequently comes to the attention of Lender.

7.  Release and Covenant Not to Sue . Original Borrower and Assuming Obligors, on behalf of themselves and their heirs, successors and assigns, hereby release and forever discharge Lender, any trustee of the Loan, any servicer of the Loan, each of their respective predecessors in interest and successors and assigns, together with the officers, directors, partners, employees, investors, certificate holders and agents of each of the foregoing (collectively, “ Lender Parties ”), from all debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, claims, damages, judgments, executions, actions, inactions, liabilities, demands or causes of action of any nature, at law or in equity, known or unknown (collectively, “ Actions ”), which Original Obligors and Assuming Obligors now have by reason of any cause, matter or thing through and including the date hereof including, without limitation, matters arising out of or relating to: (a) the Loan including, without limitation, its funding, administration and servicing; (b) the Loan Documents; (c) the Property; (d) any reserve and escrow balances held by Lender or any servicers of the Loan; or (e) the sale, conveyance, assignment and transfer of the Property. Original Obligors and Assuming Obligors, on behalf of themselves and their heirs, successors and assigns, covenant and agree never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of Lender Parties by reason of or in connection with any of the foregoing matters, claims or causes of action. Notwithstanding anything to the contrary herein, this Section 7 shall only apply to the Assuming Obligors with respect to (and accordingly, the release and discharge of Lender Parties by Assuming Obligors shall only be effective with respect to) Actions which arose prior to the date hereof, and Assuming Obligors shall retain all rights and remedies against the Lender Parties with respect to any Actions arising from and after the date hereof.

8.  Acknowledgment of Indebtedness . This Agreement recognizes the reduction of the principal amount of the Note and the payment of interest thereon to the extent of payments made by Original Borrower prior to the date of execution of this Agreement. The parties acknowledge and agree that: (i) as of the date of this Agreement, the principal balance of the Note is $5,733,945.09 and interest on the Note is paid to August 1, 2007 and (ii) Lender is holding the following escrow and reserve balances:

Assuming Borrower acknowledges and agrees that the Loan, as evidenced and secured by the Loan Documents, is a valid and existing indebtedness payable by Assuming Borrower to Lender. The parties acknowledge and agree that Lender shall continue to hold the escrow and reserve balances for the benefit of Assuming Borrower in accordance with the terms of the Loan Documents. Original Borrower covenant and agree that Lender Parties have no further duty or obligation of any nature to Original Borrower relating to such escrow and reserve balances. Original Borrower