Common use of UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE Clause in Contracts

UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE. FOR AND IN CONSIDERATION OF the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration paid or delivered to the undersigned XXXXXX VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership, (“CVOP II”) and THE ENTITIES LISTED ON THE SIGNATURE PAGES HEREOF AS SUBSIDIARY GUARANTORS (“Initial Guarantors”) and EACH ADDITIONAL GUARANTOR (AS DEFINED IN THE CREDIT AGREEMENT [HEREINAFTER DEFINED]) THAT MAY HEREAFTER BECOME A PARTY TO THIS GUARANTY (CVOP II, Initial Guarantors and such Additional Guarantors are sometimes hereinafter referred to individually as a “Guarantor” and collectively as “Guarantors”), the receipt and sufficiency whereof are hereby acknowledged by Guarantors, and for the purpose of seeking to induce KEYBANK NATIONAL ASSOCIATION, a national banking association (hereinafter referred to as “Lender”, which term shall also include each other Lender which may now be or hereafter become a party to the “Credit Agreement” (as hereinafter defined), any Lender acting as the Issuing Lender under the Credit Agreement, any Lender acting as the Swing Loan Lender under the Credit Agreement, and shall also include any such individual Lender acting as administrative agent for all of the Lenders), to extend credit or otherwise provide financial accommodations to XXXXXX VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation (“Borrower”), under the Credit Agreement, which extension of credit and provision of financial accommodations will be to the direct interest, advantage and benefit of Guarantors, Guarantors do hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantee to Lender the complete payment and performance of the following liabilities, obligations and indebtedness of Borrower to Lender (hereinafter referred to collectively as the “Obligations”) (capitalized terms that are used herein that are not otherwise defined herein shall have the meanings set forth in the Credit Agreement):

UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE. FOR AND IN CONSIDERATION OF the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration paid or delivered to the undersigned XXXXXX VALIDUS OPERATING PARTNERSHIP IITIER REIT, LPINC., a Maryland corporation (formerly known as Behringer Harvard REIT I, Inc.) (“Parent”), ONE FINANCIAL PLACE PROPERTY LLC, a Delaware limited partnership, liability company (“CVOP One Financial Place”), OFP ILLINOIS SERVICES LLC, a Delaware limited liability company (“OFP Operating Lessee”), BEHRINGER HARVARD CENTREPORT OFFICE LP, a Texas limited partnership (“Centreport”), ARCH 1650 PARTNERS, L.P., a Delaware limited partnership (“Arch 1650”), IPC FLORIDA III, LLC, a Delaware limited liability company (“Eisenhower”), BEHRINGER HARVARD WOODCREST IV, LLC, a Delaware limited liability company (“Woodcrest IV”), WOODCREST ROAD ASSOCIATES II, LLC, a Delaware limited liability company (“Woodcrest Road”) and THE ENTITIES LISTED ON THE SIGNATURE PAGES HEREOF AS SUBSIDIARY GUARANTORS BEHRINGER HARVARD XXXXXXXX LAND LP, a Texas limited partnership (“Initial Xxxxxxxx Land”; One Financial Place, OFP Operating Lessee, Centreport, Arch 1650, Eisenhower, Woodcrest IV, Woodcrest Road, Xxxxxxxx Land, and each other Subsidiary Guarantor which may hereafter become a party hereto are sometimes hereinafter referred to individually as “Subsidiary Guarantor” and collectively as “Subsidiary Guarantors”) , Parent and EACH ADDITIONAL GUARANTOR (AS DEFINED IN THE CREDIT AGREEMENT [HEREINAFTER DEFINED]) THAT MAY HEREAFTER BECOME A PARTY TO THIS GUARANTY (CVOP II, Initial Guarantors and such Additional the Subsidiary Guarantors are sometimes hereinafter referred to individually as a “Guarantor” and collectively as “Guarantors”), ; the receipt and sufficiency whereof are hereby acknowledged by Guarantors, and for the purpose of seeking to induce KEYBANK NATIONAL ASSOCIATION, a national banking association (hereinafter referred to as “Lender”, which term shall also include each other Lender which may now be or hereafter become a party to the “Credit Agreement” (as hereinafter defined), any Lender acting as the Issuing Lender under the Credit Agreement, any Lender acting as the Swing Loan Lender under the Credit Agreement, and shall also include any such individual Lender acting as administrative agent for all of the Lenders), to extend credit or otherwise provide financial accommodations to XXXXXX VALIDUS MISSION CRITICAL REIT II, INC.TIER OPERATING PARTNERSHIP LP, a Maryland corporation Texas limited partnership (formerly known as Behringer Harvard Operating Partnership I LP) (hereinafter referred to as “Borrower”), ) under the Credit Agreement, and seeking to induce the Lender Hedge Providers to provide final accommodations by entering into derivative contracts that may give rise to Hedge Obligations, which extension of credit and provision of financial accommodations will be to the direct interest, advantage and benefit of Guarantors, Guarantors do hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantee to Lender and the Lender Hedge Providers the complete payment and performance of the following liabilities, obligations and indebtedness of Borrower to Lender (hereinafter referred to collectively as the “Obligations”) (capitalized terms that are used herein that are not otherwise defined herein shall have the meanings set forth in the Credit Agreement):

UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE. FOR AND IN CONSIDERATION OF the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration paid or delivered to the undersigned XXXXXX VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership, (“CVOP II”) and EACH OF THE ENTITIES LISTED IDENTIFIED AS “GUARANTORS” ON THE SIGNATURE PAGES HEREOF AS SUBSIDIARY GUARANTORS OF THIS AGREEMENT (collectively, the “Initial Guarantors”) and EACH ADDITIONAL SUBSIDIARY GUARANTOR (AS DEFINED IN THE CREDIT AGREEMENT [(AS HEREINAFTER DEFINED])) THAT MAY HEREAFTER BECOME A PARTY TO THIS GUARANTY AGREEMENT (CVOP II, Initial Guarantors and such Additional Subsidiary Guarantors are sometimes hereinafter referred to individually as a “Guarantor” and collectively as “Guarantors”), the receipt and sufficiency whereof are hereby acknowledged by Guarantors, and for the purpose of seeking to induce KEYBANK NATIONAL ASSOCIATION, a national banking association (hereinafter referred to “KeyBank”), in its capacity as a “Lender”, which term shall also include ” under the Credit Agreement referenced below and each other Lender “Lender” (as defined in the Credit Agreement) which may now be or hereafter become a party to the “Credit Agreement” (as hereinafter defined), any such individual Lender acting as the an Issuing Lender under the Credit Agreement, any Lender acting as the Swing Loan Lender under the Credit Agreement, and shall also include any such individual Lender KeyBank acting as administrative agent for all of the Lenders)Lenders under the Credit Agreement (in such capacity, to together with any successor agent, “Agent”),to extend credit or otherwise provide financial accommodations to XXXXXX VALIDUS MISSION CRITICAL REIT IIMODIV OPERATING PARTNERSHIP, INC.LP, a Maryland corporation Delaware limited partnership (“Borrower”), under the Credit Agreement, and seeking to induce the Lender Hedge Providers to provide final accommodations by entering into derivative contracts that may give rise to Hedge Obligations, which extension of credit and provision of financial accommodations will be to the direct interest, advantage and benefit of Guarantors, Guarantors do hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantee to each of Agent, each Lender and each Lender Hedge Provider (individually, each a “Guaranteed Party”, and collectively, the “Guaranteed Parties”), the complete payment and performance of the following liabilities, obligations and indebtedness of Borrower to Lender and Lender Hedge Providers (hereinafter referred to collectively as the “Obligations”) (capitalized terms that are used herein that are not otherwise defined herein shall have the meanings set forth in the Credit Agreement):

UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE. FOR AND IN CONSIDERATION OF the sum of Ten and No/100 Dollars ($10.00) and other good and For valuable consideration paid or delivered to the undersigned XXXXXX VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership, (“CVOP II”) and THE ENTITIES LISTED ON THE SIGNATURE PAGES HEREOF AS SUBSIDIARY GUARANTORS (“Initial Guarantors”) and EACH ADDITIONAL GUARANTOR (AS DEFINED IN THE CREDIT AGREEMENT [HEREINAFTER DEFINED]) THAT MAY HEREAFTER BECOME A PARTY TO THIS GUARANTY (CVOP II, Initial Guarantors and such Additional Guarantors are sometimes hereinafter referred to individually as a “Guarantor” and collectively as “Guarantors”), the receipt and sufficiency whereof are of which is hereby acknowledged by Guarantorsacknowledged, and for the purpose of seeking inducing THREE CLOVERLEAF PARKWAY, INC., an Ohio corporation, with offices at 0000 Xxxxxxxxxx Xxxxxxx, Xxxxx 0, Xxxxxx Xxxx, Xxxx 00000 (hereinafter referred to induce KEYBANK NATIONAL ASSOCIATIONas the “Lessor”) to enter into a Lease dated June 2, a national banking association 2005 with LDS Test and Measurement LLC (the “Lessee”) (the “Lease”) the undersigned, SPX Corporation (hereinafter referred to as “Lender”, which term shall also include each other Lender which may now be or hereafter become a party to the “Credit Agreement” (as hereinafter defined), any Lender acting as the Issuing Lender under the Credit Agreement, any Lender acting as the Swing Loan Lender under the Credit Agreement, and shall also include any such individual Lender acting as administrative agent for all of the Lenders), to extend credit or otherwise provide financial accommodations to XXXXXX VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation (“BorrowerGuarantor”), under the Credit Agreementfor itself, which extension of credit its successors and provision of financial accommodations will be to the direct interestassigns, advantage and benefit of Guarantors, Guarantors do hereby, jointly and severally, absolutely, hereby unconditionally and irrevocably guarantee absolutely guarantees to Lender Lessor, its successors and assigns, the faithful, punctual, and complete performance of any and all obligations, and the full and prompt payment, whether at maturity or by acceleration or otherwise, of any and all payment and performance obligation of Lessee under the Lease (hereinafter collectively referred to as “Obligation” or “Obligations”), Guarantor agrees that if any such Obligations shall not be performed or paid by Lessee in accordance with the terms of the Lease, Guarantor shall immediately so perform or pay and such Obligations and they shall become the direct and primary obligation of Guarantor. Prior to any enforcement by Lessor of its rights under this Unconditional Guaranty, Lessor shall provide written notice to Guarantor of any default under the Lease by Lessee, at the same time of any such notice by Lessor to Lessee. The Obligations of Guarantor hereunder are independent of the obligations of Lessee, and a separate action or actions may be brought and prosecuted against the Guarantor regardless of whether any action is brought against Lessee or whether Lessee be joined in any such action(s). There shall be no duty or obligation of Lessor to exhaust any remedy in law or in equity against Lessee before bringing suit or instituting proceedings of any kind against the Guarantor. The liability of Guarantor hereunder shall continue until full performance of every Obligation and full payment of all Obligations of Lessee now due or hereafter to become due, under the Lease and all renewals, extensions, and modifications thereof, shall be made. The Obligations of Guarantor under this Guaranty shall not be released or impaired without the express prior written consent of Lessor. Without limiting the generality of the foregoing, the Obligations of Guarantor shall not be released or impaired on account of the following liabilities, obligations and indebtedness of Borrower to Lender (hereinafter referred to collectively as the “Obligations”) (capitalized terms that are used herein that are not otherwise defined herein shall have the meanings set forth in the Credit Agreement):events:

UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE. FOR AND IN CONSIDERATION OF the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration paid or delivered to the undersigned XXXXXX VALIDUS OPERATING PARTNERSHIP IIQTS REALTY TRUST, LPINC., a Delaware limited partnership, Maryland corporation (“CVOP II”) and THE ENTITIES LISTED ON THE SIGNATURE PAGES HEREOF AS SUBSIDIARY GUARANTORS (“Initial Guarantors”) and EACH ADDITIONAL GUARANTOR (AS DEFINED IN THE CREDIT AGREEMENT [HEREINAFTER DEFINED]) THAT MAY HEREAFTER BECOME A PARTY TO THIS GUARANTY (CVOP II, Initial Guarantors and such Additional Guarantors are sometimes hereinafter referred to individually as a “Guarantor” and collectively as “GuarantorsREIT”), the receipt and sufficiency whereof are hereby acknowledged by GuarantorsREIT, and for the purpose of seeking to induce KEYBANK NATIONAL ASSOCIATION, a national banking association REGIONS BANK (hereinafter referred to as “Lender”, which term shall also include each other Lender which may now be or hereafter become a party to the “Credit Agreement” (as hereinafter defined), any Lender acting as the Issuing Lender under the Credit Agreement, any Lender acting as the Swing Loan Lender under the Credit Agreement, and shall also include any such individual Lender acting as administrative agent for all of the Lenders), to extend credit or otherwise provide financial accommodations to XXXXXX VALIDUS MISSION CRITICAL REIT IIQUALITY INVESTMENT PROPERITES RICHMOND, INC.LLC, a Maryland corporation Delaware limited liability company (“QIPR) and each Additional Subsidiary Borrower (as defined in the Credit Agreement) that may become a party to the Credit Agreement (QIPR and such Additional Subsidiary Borrowers are sometimes hereinafter referred to individually as a Borrower” and collectively as “Borrowers”), ) under the Credit Agreement, and seeking to induce the Lender Hedge Providers to provide financial accommodations by entering into derivative contracts that may give rise to Hedge Obligations, which extension of credit and provision of financial accommodations will be to the direct interest, advantage and benefit of GuarantorsREIT, Guarantors do REIT does, upon the occurrence of a Springing Recourse Event (as hereinafter defined), hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantee to Lender and the Lender Hedge Providers the complete payment and performance of the following liabilities, obligations and indebtedness of Borrower Borrowers to Lender and the Lender Hedge Providers (hereinafter referred to collectively as the “Obligations”) (capitalized terms that are used herein that are not otherwise defined herein shall have the meanings set forth in the Credit Agreement):

UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE. FOR AND IN CONSIDERATION OF the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration paid or delivered to the undersigned XXXXXX VALIDUS OPERATING PARTNERSHIP MISSION CRITICAL REIT II, LPINC., a Delaware limited partnership, Maryland corporation (“CVOP IIREIT”) ), and THE ENTITIES LISTED ON THE SIGNATURE PAGES HEREOF AS SUBSIDIARY GUARANTORS (“Initial Guarantors”) and EACH ADDITIONAL GUARANTOR (AS DEFINED IN THE CREDIT AGREEMENT [HEREINAFTER DEFINED]) THAT MAY HEREAFTER BECOME A PARTY TO THIS GUARANTY (CVOP IIREIT, Initial Guarantors and such Additional Guarantors are sometimes hereinafter referred to individually as a “Guarantor” and collectively as “Guarantors”), the receipt and sufficiency whereof are hereby acknowledged by Guarantors, and for the purpose of seeking to induce KEYBANK NATIONAL ASSOCIATION, a national banking association (hereinafter referred to as “Lender”, which term shall also include each other Lender which may now be or hereafter become a party to the “Credit Agreement” (as hereinafter defined), any Lender acting as the Issuing Lender under the Credit Agreement, any Lender acting as the Swing Loan Lender under the Credit Agreement, and shall also include any such individual Lender acting as administrative agent for all of the Lenders), to extend credit or otherwise provide financial accommodations to XXXXXX VALIDUS MISSION CRITICAL REIT OPERATING PARTNERSHIP II, INC.LP, a Maryland corporation Delaware limited partnership (“Borrower”), ) under the Credit Agreement, which extension of credit and provision of financial accommodations will be to the direct interest, advantage and benefit of Guarantors, Guarantors do hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantee to Lender the complete payment and performance of the following liabilities, obligations and indebtedness of Borrower to Lender (hereinafter referred to collectively as the “Obligations”) (capitalized terms that are used herein that are not otherwise defined herein shall have the meanings set forth in the Credit Agreement):

UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE. FOR AND IN CONSIDERATION OF the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration paid or delivered to the undersigned XXXXXX VALIDUS OPERATING PARTNERSHIP IIQTS REALTY TRUST, LPINC., a Delaware limited partnership, Maryland corporation (“CVOP II”) and THE ENTITIES LISTED ON THE SIGNATURE PAGES HEREOF AS SUBSIDIARY GUARANTORS (“Initial Guarantors”) and EACH ADDITIONAL GUARANTOR (AS DEFINED IN THE CREDIT AGREEMENT [HEREINAFTER DEFINED]) THAT MAY HEREAFTER BECOME A PARTY TO THIS GUARANTY (CVOP II, Initial Guarantors and such Additional Guarantors are sometimes hereinafter referred to individually as a “Guarantor” and collectively as “GuarantorsREIT”), the receipt and sufficiency whereof are hereby acknowledged by GuarantorsREIT, and for the purpose of seeking to induce KEYBANK NATIONAL ASSOCIATION, a national banking association (hereinafter referred to as “Lender”, which term shall also include each other Lender which may now be or hereafter become a party to the “Credit Agreement” (as hereinafter defined), any Lender acting as the Issuing Lender under the Credit Agreement, any Lender acting as the Swing Loan Lender under the Credit Agreement, and shall also include any such individual Lender acting as administrative agent for all of the Lenders), to extend credit or otherwise provide financial accommodations to XXXXXX VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation (“Borrower”), Borrower under the Credit Agreement, and seeking to induce the Lender Hedge Providers to provide financial accommodations by entering into derivative contracts that may give rise to Hedge Obligations, which extension of credit and provision of financial accommodations will be to the direct interest, advantage and benefit of GuarantorsREIT, Guarantors do REIT does, upon the occurrence of a Springing Recourse Event (as hereinafter defined), hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantee to Lender and the Lender Hedge Providers the complete payment and performance of the following liabilities, obligations and indebtedness of Borrower to Lender and the Lender Hedge Providers (hereinafter referred to collectively as the “Obligations”) (capitalized terms that are used herein that are not otherwise defined herein shall have the meanings set forth in the Credit Agreement):