GUARANTY OF RECOURSE OBLIGATIONS

This GUARANTY OF RECOURSE OBLIGATIONS (this “ Guaranty ”), dated as of October 26, 2006, made by BEHRINGER HARVARD REIT I, INC ., a Maryland corporation, having an address at Behringer Harvard Holdings, LLC, 15601 Dallas Parkway, Suite 600, Addison, Texas 75001 (“ Guarantor ”), in favor of CITIGROUP GLOBAL MARKETS REALTY CORP ., a New York corporation, having an address at 388 Greenwich Street, Floor 11, New York, New York 10013 (together with its successors and assigns, hereinafter referred to as “ Lender ”).

R E C I T A L S :

A.            Pursuant to that certain Loan Agreement, dated as of the date hereof (as the same may be amended, modified, supplemented or replaced from time to time, the “ Loan Agreement ”) between Behringer Harvard 101 South Tryon LP, a Delaware limited partnership (“ Borrower ”) and Lender, Lender has agreed to make a loan (the “ Loan ”) to Borrower in the maximum principal amount of up to $150,000,000, subject to the terms and conditions of the Loan Agreement;

B.            As a condition to Lender’s making the Loan, Lender is requiring that Guarantor execute and deliver to Lender this Guaranty; and

C.            Guarantor hereby acknowledges that it will materially benefit from Lender’s agreeing to make the Loan;

NOW, THEREFORE , in consideration of the premises set forth herein and as an inducement for and in consideration of the agreement of Lender to make the Loan pursuant to the Loan Agreement, Guarantor hereby agrees, covenants, represents and warrants to Lender as follows:

1.             Definitions.

(a)           All capitalized terms used and not defined herein shall have the respective meanings given such terms in the Loan Agreement.

(b)           The term “ Guaranteed Obligations ” means Lender’s Losses arising out of or in connection with Borrower’s action or inaction which results in the termination of the Ground Lease, Borrower’s failure to exercise all of its options currently set forth in the Ground Lease to extend the term of the Ground Lease to at least December 31, 2021 or Borrower’s failure to obtain an extension of the Ground Lease to a term of at least ten (10) years beyond the Stated Maturity Date; unless in any case, Borrower obtains replacement parking facilities that, (A) if subject to an agreement, lease or otherwise, grant rights to such replacement parking facilities for a term of at least ten (10) years beyond the Stated Maturity Date (the “ Replacement Parking Facilities Agreement ”), and (B) are sufficient to enable the Property to comply with applicable Legal Requirements (including, without limitation, zoning requirements), each of (A) and (B) as determined by Lender in its reasonable discretion.  Borrower and Guarantor shall be released from any further liability for the foregoing in the event that the replacement parking facilities and the Replacement Parking Facilities Agreement are

sufficient to enable the Property to comply with applicable Legal Requirements (including, without limitation, zoning requirements) and are otherwise satisfactory to Lender in its reasonable discretion.

2.             Guaranty .

(a)           Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Lender the full, prompt and complete payment when due of the Guaranteed Obligations.

(b)           All sums payable to Lender under this Guaranty shall be payable on demand and without reduction for any offset, claim, counterclaim or defense.

(c)           Guarantor hereby agrees to indemnify, defend and save harmless Lender from and against any and all costs, losses, liabilities, claims, causes of action, expenses and damages, including reasonable attorneys’ fees and disbursements, which Lender may suffer or which otherwise may arise by reason of Borrower’s failure to pay any of the Guaranteed Obligations when due, irrespective of whether such costs, losses, liabilities, claims, causes of action, expenses or damages are incurred by Lender prior or subsequent to (i) Lender’s declaring the Principal, interest and other sums evidenced or secured by the Loan Documents to be due and payable, (ii) the commencement or completion of a judicial or non-judicial foreclosure of the Mortgage or (iii) the conveyance of all or any portion of the Property by deed-in-lieu of foreclosure.

(d)           Guarantor agrees that no portion of any sums applied (other than sums received from Guarantor in full or partial satisfaction of its obligations hereunder), from time to time, in reduction of the Debt shall be deemed to have been applied in reduction of the Guaranteed Obligations until such time as the Debt has been paid in full, or Guarantor shall have made the full payment required hereunder, it being the intention hereof that the Guaranteed Obligations shall be the last portion of the Debt to be deemed satisfied.

3.             Representations and Warranties .  Guarantor hereby represents and warrants to Lender as follows (which representations and warranties shall be given as of the date hereof and shall survive the execution and delivery of this Guaranty):

(a)           Organization, Authority and Execution .  Guarantor is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland, and has all necessary power and authority to own its properties and to conduct its business as presently conducted or proposed to be conducted and to enter into and perform this Guaranty and all other agreements and instruments to be executed by it in connection herewith.  This Guaranty has been duly executed and delivered by Guarantor.

(b)           Enforceability .  This Guaranty constitutes a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally.

2

(c)           No Violation .  The execution, delivery and performance by Guarantor of its obligations under this Guaranty has been duly authorized by all necessary action, and do not and will not violate any law, regulation, order, writ, injunction or decree of any court or governmental body, agency or other instrumentality applicable to Guarantor, or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the assets of Guarantor pursuant to the terms of Guarantor’s articles of organization / incorporation, or any mortgage, indenture, agreement or instrument to which Guarantor is a party or by which it or any of its properties is bound.  Guarantor is not in default under any other guaranty which it has provided to Lender.

(d)           No Litigation .  There are no actions, suits or proceedings at law or at equity, pending or, to Guarantor’s best knowledge, threatened against or affecting Guarantor or which involve or might involve the validity or enforceability of this Guaranty or which might materially adversely affect the financial condition of Guarantor or the ability of Guarantor to perform any of its obligations under this Guaranty.  Guarantor is not in default beyond any applicable grace or cure period with respect to any order, writ, injunction, decree or demand of any Governmental Authority which might materially adversely affect the financial condition of Guarantor or the ability of Guarantor to perform any of its obligations under this Guaranty.

(e)           Consents .  All consents, approvals, orders or authorizations of, or registrations, declarations or filings with, all Governmental Authorities (collectively, the “Consents”) that are required in connection with the valid execution, delivery and performance by Guarantor of this Guaranty have been obtained and Guarantor agrees that all Consents required in connection with the carrying out or performance of any of Guarantor’s obligations under this Guaranty will be obtained when required.

(f)            Financial Statements and Other Information .  All financial statements of Guarantor heretofore delivered to Lender are true and correct in all material respects and fairly present the financial condition of Guarantor as of the respective dates thereof, and no materially adverse change has occurred in the financial conditions reflected therein since the respective dates thereof.  None of the aforesaid financial statements or any certificate or statement furnished to Lender by or on behalf of Guarantor in connection with the transactions contemplated hereby, and none of the representations and warranties in this Guaranty contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein or herein not misleading.  Guarantor is not insolvent within the meaning of the United States Bankruptcy Code or any other applicable law, code or regulation and the execution, delivery and performance of this Guaranty will not render Guarantor insolvent.

(g)           Consideration .  Guarantor is the owner, directly or indirectly, of legal and beneficial equity interests in Borrower, and as such will materially benefit from the making of the Loan.

4.             Financial Statements .  Guarantor shall deliver to Lender, (a) within 120 days after the end of each fiscal year of Guarantor, a complete copy of Guarantor’s annual financial statements, (b) if requested by Lender, within 60 days after the end of each fiscal

3

quarter of Guarantor, financial statements (including a balance sheet as of the end of such fiscal quarter and a statement of income and expense for such fiscal quarter) certified by Guarantor and in form, content, level of detail and scope reasonably satisfactory to Lender, and (c) 20 days after request by Lender, such other financial information with respect to Guarantor as Lender may reasonably request.

5.             Unconditional Character of Obligations of Guarantor .

(a)           The obligations of Guarantor hereunder shall be irrevocable, absolute and unconditional, irrespective of the validity, regularity or enforceability, in whole or in part, of the other Loan Documents or any provision thereof, or the absence of any action to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against Borrower, Guarantor or any other Person or any action to enforce the same, any failure or delay in the enforcement of the obligations of Borrower under the other Loan Documents or Guarantor under this Guaranty, or any setoff, counterclaim, and irrespective of any other circ