ENVIRONMENTAL INDEMNITY AGREEMENT

ENVIRONMENTAL INDEMNITY AGREEMENT

This Environmental Indemnity Agreement (this “ Agreement ”), which is dated as of June 24, 2008, is executed by G&E HEALTHCARE REIT ACADEMY, LLC, a Delaware limited liability company (“ Academy Borrower ”), and GRUBB & ELLIS HEALTHCARE REIT, INC., a Maryland corporation (“ Indemnitor ”), in favor of WACHOVIA FINANCIAL SERVICES, INC., a North Carolina corporation, as administrative agent for the “Lenders” pursuant to the Loan Agreement described below (in such capacity, “ Administrative Agent ”) and in favor of each party that now or hereafter is bound under the Loan Agreement as a “Lender” (referred to herein individually as a " Lender ” and collectively as “ Lenders ”).

RECITALS

A. Lenders have agreed upon certain conditions to make a loan to Academy Borrower, G&E Healthcare REIT 5995 Plaza Drive, LLC, a Delaware limited liability company, G&E Healthcare REIT Epler Parke Building B, LLC, a Delaware limited liability company, G&E Healthcare REIT Nutfield Professional Center, LLC, a Delaware limited liability company, and G&E Healthcare REIT Medical Portfolio 2, LLC, a Delaware limited liability company (collectively, “ Borrower ”), in the maximum principal amount of up to Fifty Million Three Hundred Twenty-One Thousand Five Hundred and No/100 Dollars ($50,321,500.00) (“ Loan ”), which Loan is evidenced by one or more promissory notes, each now or hereafter executed by Borrower to one or more Lenders, in the aggregate principal amount of $50,321,500.00 (“ Notes ”), and which Loan and Notes are secured by, among other documents, that certain Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing (“ Deed of Trust ”) of even date herewith, executed by Academy Borrower for the benefit of Administrative Agent, 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; and

B. Borrower has entered into a Loan Agreement (“ Loan Agreement ”) with Administrative Agent and Lenders, relating to the Loan; and

C. Administrative Agent is acting as the agent for all of the Lenders now or hereafter existing under the Loan Agreement; and

D. Lenders have refused to make the Loan to Borrower unless this Agreement is executed by Academy Borrower and Indemnitor and is delivered to Administrative Agent (on behalf of Lenders).

NOW, THEREFORE, in consideration of Administrative Agent’s and Lenders’ entering into the Loan Agreement and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Academy Borrower and Indemnitor, Academy Borrower and Indemnitor hereby agree that the foregoing recitals are true and correct and are by this reference hereby made a part hereof as if fully set forth below, and further covenant and agree with Administrative Agent and Lenders, and their respective successors and assigns, as follows:

1.  Certain Definitions . As used in this Agreement:

" C.C.P. ” means the California Code of Civil Procedure, as amended from time to time.

" Claim ” means any controversy or claim between one or more Obligors and Administrative Agent or any 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 Deed of Trust have been paid and performed in full and the Deed of Trust has been released; or (b) the date on which the lien of the Deed of Trust 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 Deed of Trust 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 ” is the rate set forth in the last sentence of Section 2.3(b) of the Loan Agreement.

" Environmental Assessment ” means a report (including all drafts thereof) of an environmental assessment of the Property of such scope as may be requested by Administrative Agent 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 Academy 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 reasonable 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.; California Health and Safety Code § 25100 et seq.; the Arizona Environmental Quality Act, Title 49, Arizona Revised Statutes; 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) Administrative Agent; (b) Lenders or any subsequent holders of the Notes; (c) Trustee; (d) any persons or entities owned or controlled by, owning or controlling, or under common control or affiliated with, Administrative Agent, Lenders, any subsequent holders of the Notes, and/or Trustee; (e) any participants and co-lenders in the Loan; (f) the directors, officers, partners, employees, attorneys and agents of each of the foregoing persons and entities; and (g) 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 Deed of Trust.

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

" Trustee ” means the Trustee under the Deed of Trust.

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

(a) During the period of Academy 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, except for minimal quantities of substances on the Property which technically could be considered Hazardous Material (provided that such substances are of a type and are held only in a quantity normally used in connection with the construction, occupancy or operation of comparable buildings (such as cleaning fluids and supplies normally used in the day-to-day operation of business offices), and such substances are being held, stored and used in compliance with all applicable Environmental Requirements); to the best of Obligors’ knowledge, no such use of the Property occurred at any time prior to the period of Academy Borrower’s ownership of the Property; and to the best of Obligors’ knowledge, no such use on any adjacent property occurred at any time prior to the date hereof;

(b) Except for minimal quantities of substances on the Property which technically could be considered Hazardous Material (provided that such substances are of a type and are held only in a quantity normally used in connection with the occupancy or operation of comparable buildings (such as cleaning fluids and supplies normally used in the day-to-day operation of business offices), and such substances are being held, stored and used in compliance with all applicable Environmental Requirements), to the best of Obligors’ knowledge, there is no Hazardous Material, storage tank (or similar vessel) whether underground or otherwise, sump or well currently on the Property;

(c) Obligors have received no written notice and have no knowledge of any Environmental Claim or any completed, pending or proposed or threatened investigation or inquiry concerning the presence or release of any Hazardous Material on the Property or any adjacent property or concerning whether any condition, use or activity on the Property or any adjacent property is in violation of any existing Environmental Requirement;

(d) To the best of Obligors’ knowledge, the present conditions, uses and activities of and on the Property do not violate any existing Environmental Requirement and the use of the Property which Academy Borrower (and each tenant and subtenant, if any) makes and intends to make of the Property complies and will comply with all applicable Environmental Requirements;

(e) The Property does not appear on and to the best of Obligors’ knowledge has never been on the National Priorities List, any federal or state “ superfund ” or “ superlien ” list, or any other list or database of properties maintained by any local, state or federal agency or department showing properties which are known to contain or which are suspected of containing a Hazardous Material;

(f) To the best of Obligors’ knowledge, no action has been taken pursuant to the provisions of California Health and Safety Code §§ 25220-25241 to designate the Property as a hazardous waste property or border zone property or otherwise to restrict the land use of the Property (including through a moratorium on new land uses), nor does any Obligor know of any basis for such designation or other restriction;

(g) Obligors have never applied for and been denied environmental impairment liability insurance coverage relating to the Property; and

(h) No Obligor, and to Obligors’ knowledge no tenant or subtenant, has obtained or is required to obtain any permit or authorization to construct, occupy, operate, use or conduct any activity on any of the Property by reason of any Environmental Requirement.

3.  Violations . Prior to the Cut-Off Date, Obligors will not cause, commit, permit or allow to continue any violation of any Environmental Requirement (a) by any person or entity, including any Obligor, or (b) by or with respect to the Property or any use of or activity on the Property. In addition, Obligors will not cause, permit or allow to continue the attachment of any environmental lien to the Property. Obligors will not place, install, dispose of or release, or cause, permit, or allow the placing, installation, disposal, spilling, leaking, dumping or release of, any Hazardous Material or storage tank (or similar vessel) on the Property and will keep the Property free of Hazardous Material. Notwithstanding the foregoing provisions of this Section 3 , Obligors shall not be in Default under this Section 3 should Obligors store minimal quantities of substances on the Property which technically could be considered Hazardous Material; provided that such substances are of a type and are held only in a quantity normally used in connection with the occupancy or operation of comparable buildings (such as cleaning fluids and supplies normally used in the day-to-day operation of business offices), and such substances are being held, stored and used in compliance with all applicable Environmental Requirements. The indemnity in Section 6 of this Agreement shall always apply to such substances, and it shall be and continue to be the responsibility of Obligors to take all remedial actions required under and in accordance with Section 5 of this Agreement in the event of any unlawful release of any such substance.

4.  Notice to Lender . Obligors shall promptly deliver to Administrative Agent a copy of each report pertaining to the Property or to any Obligor prepared by or on behalf of any Obligor pursuant to any Environmental Requirement. Obligors shall promptly advise Administrative Agent in writing of any Environmental Claim or of the discovery of any Hazardous Material on the Property as soon as any Obligor first obtains knowledge thereof, including a full description of the nature and extent of the Environmental Claim and/or Hazardous Material and all relevant circumstances.

5.  Remedial Actions .

(a) Except as permitted under Section 3 above, if any Hazardous Material is discovered on the Property at any time, prior to the Cut-Off Date, and regardless of the cause, Obligors shall promptly at Obligors’ sole risk and expense and solely under the names of Obligors or any of them: (i) remove, treat, and dispose of the Hazardous Material in compliance with all applicable Environmental Requirements, or if such removal is prohibited by any Environmental Requirement, take whatever action as is required by any Environmental Requirement; and (ii) take such other action as is necessary to have the full use and benefit of the Property as contemplated by the Loan Documents. Obligors at their sole expense shall provide Administrative Agent with satisfactory evidence of the actions taken as required in this clause (a). Obligors shall provide to Administrative Agent within thirty (30) days of Administrative Agent’s request a bond, letter of credit or other financial assurance evidencing to Administrative Agent’s satisfaction that all necessary funds are readily available to pay the costs and expenses of the actions required by this clause (a) and to discharge any assessments or liens established against the Property as a result of the presence of the Hazardous Material on the Property.

(b) All remedial actions shall be conducted (i) in a diligent and timely fashion by licensed contractors acting under the supervision of a consultant or consulting environmental engineer, and (ii) in accordance with all Environmental Requirements and all other applicable governmental requirements. The selection of the contractors and consultant or consulting environmental engineer for the remedial actions, the contracts entered into with such parties, any disclosures to or agreements with any public or private agencies or parties relating to the remedial actions and any written plan for the remedial actions (and any changes thereto) shall each, at the option of Administrative Agent, be subject to the prior written approval of Administrative Agent, which approval shall not be unreasonably withheld, conditioned o