EX-10.2






GUARANTY




THIS GUARANTY dated as of November 22, 2010, executed and delivered by each of the
undersigned and the other Persons from time to time party hereto (all of the undersigned, together
with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of
(a) JPMORGAN CHASE BANK, N.A., in its capacity as Administrative Agent (the “Agent”) for the
Lenders under that certain Credit Agreement dated as of November 22, 2010 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among
HEALTHCARE TRUST OF AMERICA HOLDINGS, LP, a Delaware limited partnership (the “Borrower”),
HEALTHCARE TRUST OF AMERICA, INC. (the “Company”), the financial institutions party thereto and
their respective assignees (the “Lenders”), the Agent, and the other parties thereto, and (b) the
Lenders, the Issuing Bank and the Swingline Lender (the parties described in (a) and (b) are
hereinafter referred to collectively as the “Credit Parties”).



WHEREAS, pursuant to the Credit Agreement, the Credit Parties have agreed to make available to
the Borrower certain financial accommodations on the terms and conditions set forth in the Credit
Agreement;



WHEREAS, either (i) Borrower is the owner, directly or indirectly, of 100% of the issued and
outstanding Equity Interests in each Guarantor, or (ii) the Company is the owner, directly or
indirectly of a substantial amount of the Equity Interests in the Borrower;



WHEREAS, the Borrower and each of the Guarantors, though separate legal entities, are mutually
dependent upon each other in the conduct of their respective businesses as an integrated operation
and have determined it to be in their mutual best interests to obtain financing from the Credit
Parties through their collective efforts;



WHEREAS, each Guarantor acknowledges that it will receive direct and indirect benefits from
the Credit Parties making such financial accommodations available to the Borrower under the Credit
Agreement and, accordingly, each Guarantor is willing to guarantee the Borrower’s obligations to
the Credit Parties on the terms and conditions contained herein; and



WHEREAS, each Guarantor’s execution and delivery of this Guaranty is a condition to the Credit
Parties making, and continuing to make, such financial accommodations to the Borrower.



NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by each Guarantor, each Guarantor agrees as follows:



Section 1. Guaranty. Each Guarantor hereby absolutely, irrevocably and
unconditionally guaranties the due and punctual payment and performance when due and payable,
whether at stated maturity, by acceleration or otherwise, of all of the following (collectively
referred to as the “Guarantied Obligations”): (a) all Obligations, and liabilities of whatever
nature, whether now existing or hereafter incurred, owing by the Borrower to any Credit Party under
or in connection with the Credit Agreement and any other Loan Document, including without
limitation, the repayment of all principal of the Revolving Loans, Swingline Loans and the
reimbursement obligations under Section 2.6(e) of the Credit Agreement (the “Reimbursement
Obligations”), and the payment of all interest, including, without limitation, interest accruing
after the commencement of a proceeding under bankruptcy, insolvency, or similar laws of any
jurisdiction at the rate or rates provided in the loan documents, fees, charges, expenses,
indemnification, attorneys’ fees and other amounts payable to any Credit Party thereunder or in
connection therewith whether created directly or acquired by the credit parties by assignment or
otherwise, whether matured or unmatured and whether absolute or contingent; (b) any and all
extensions, renewals, modifications, amendments or substitutions of the foregoing; (c) all
expenses, including, without limitation, reasonable attorneys’ fees and disbursements, that are
incurred by the Credit Parties in the enforcement of any of the foregoing or any obligation of such
Guarantor hereunder; and (d) all other Obligations.



Section 2. Guaranty of Payment and Not of Collection. This Guaranty is a guaranty of
payment and performance, and not of collection, and a debt of each Guarantor for its own account.
Accordingly, none of the Credit Parties shall be obligated or required before enforcing this
Guaranty against any Guarantor: (a)  to pursue any right or remedy any of them may have against the
Borrower, any other Guarantor or any other Person or commence any suit or other proceeding against
the Borrower, any other Guarantor or any other Person in any court or other tribunal; (b) to make
any claim in a liquidation or bankruptcy of the Borrower, any other Guarantor or any other Person;
or (c) to make demand of the Borrower, any other Guarantor or any other Person or to enforce or
seek to enforce or realize upon any collateral security held by a Credit Party which may secure any
of the Guarantied Obligations.



Section 3. Guaranty Absolute. Each Guarantor guarantees that the Guarantied
Obligations will be paid strictly in accordance with the terms of the documents evidencing the
same, regardless of any applicable law now or hereafter in effect in any jurisdiction affecting any
of such terms or the rights of the Credit Parties with respect thereto. The liability of each
Guarantor under this Guaranty shall be absolute, irrevocable and unconditional in accordance with
its terms and shall remain in full force and effect without regard to, and shall not be released,
suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence
whatsoever, including without limitation, the following (whether or not such Guarantor consents
thereto or has notice thereof):



(a) (i) any change in the amount, interest rate or due date or other term of any of the
Obligations, (ii) any change in the time, place or manner of payment of all or any portion of the
Obligations, (iii) any amendment or waiver of, or consent to the departure from or other indulgence
with respect to, the Credit Agreement, any other Loan Document, or any other document or instrument
evidencing or relating to any Guarantied Obligations, or (iv) any waiver, renewal, extension,
addition, or supplement to, or deletion from, or any other action or inaction under or in respect
of, the Credit Agreement, any of the other Loan Documents, or any other documents, instruments or
agreements relating to the Guarantied Obligations or any other instrument or agreement referred to
therein or evidencing any Guarantied Obligations or any assignment or transfer of any of the
foregoing;



(b) any illegality, lack of validity or enforceability of the Credit Agreement, any of the
other Loan Documents, or any other document, instrument or agreement referred to therein or
evidencing any Guarantied Obligations or any assignment or transfer of any of the foregoing;



(c) any furnishing to a Credit Party of any security for the Guarantied Obligations, or any
sale, exchange, release or surrender of, or realization on, any collateral securing any of the
Obligations;



(d) any settlement or compromise of any of the Guarantied Obligations, any security therefor,
or any liability of any other party with respect to the Guarantied Obligations, or any
subordination of the payment of the Guarantied Obligations to the payment of any other liability of
the Borrower or any other obligor;



(e) any act or failure to act by the Borrower, any other obligor or any other Person which may
adversely affect such Guarantor’s subrogation rights, if any, against the Borrower to recover
payments made under this Guaranty;



(f) any nonperfection or impairment of any security interest or other Lien on any collateral,
if any, securing in any way any of the Obligations;



(g) any application of sums paid by the Borrower, any other Guarantor or any other Person with
respect to the liabilities of the Credit Parties, regardless of what liabilities of the Borrower
remain unpaid;



(h) to the fullest extent permitted by law, any statute of limitations in any action hereunder
or for the collection of the Notes or the Reimbursement Obligations or for the payment or
performance of the Guarantied Obligations;



(i) the incapacity, lack of authority, death or disability of Borrower or any other person or
entity, or the failure of any Credit Party to file or enforce a claim against the estate (either in
administration, bankruptcy or in any other proceeding) of the Borrower or any Guarantor or any
other person or entity;



(j) the dissolution or termination of existence of the Borrower, any Guarantor or any other
Person;



(k) the voluntary or involuntary liquidation, sale or other disposition of all or
substantially all of the assets of the Borrower or any other Person;



(l) the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the
benefit of creditors, reorganization, assignment, composition, or readjustment of, or any similar
proceeding affecting, the Borrower or any Guarantor or any other person, or any of the Borrower’s
or any Guarantor’s or any other Person’s or entity’s properties or assets;



(m) the damage, destruction, condemnation, foreclosure or surrender of all or any part of any
Property or any of the improvements located thereon;



(n) the failure of a Credit Party to give notice of the existence, creation or incurring of
any new or additional indebtedness or obligation or of any action or nonaction on the part of any
other person whomsoever in connection with any Guarantied Obligation;



(o) any failure or delay of a Credit Party to commence an action against the Borrower or any
other Person, to assert or enforce any remedies against the Borrower under the Notes or the Loan
Documents, or to realize upon any security;



(p) any failure of any duty on the part of a Credit Party to disclose to any Guarantor any
facts it may now or hereafter know regarding the Borrower, any other Person or the Properties or
any of the improvements located thereon, whether such facts materially increase the risk to
Guarantors or not;



(q) failure to accept or give notice of acceptance of this Guaranty by the Credit Parties;



(r) other than as expressly required hereunder, the failure to make or give notice of
presentment and demand for payment of any of the indebtedness or performance of any of the
Guarantied Obligations;



(s) other than as expressly required hereunder, the failure to make or give protest and notice
of dishonor or of default to Guarantors or to any other party with respect to the indebtedness or
performance of the Guarantied Obligations;



(t) except as otherwise specifically provided in this Guaranty, any and all other notices
whatsoever to which Guarantors might otherwise be entitled;



(u) any lack of diligence by the Credit Parties in collection, protection or realization upon
any collateral securing the payment of the indebtedness or performance of the Guaranteed
Obligations;



(v) the compromise, settlement, release or termination of any or all of the obligations of the
Borrower under the Notes or the Loan Documents;



(w) any transfer by the Borrower or any other Person of all or any part of the security
encumbered by the Loan Documents;



(x) claims or rights of set-off defense or counterclaim whatsoever, whether based in contract,
tort, or any other theory, that any Guarantor may have provided, however, that the foregoing shall
not be deemed a waiver of any Guarantor’s right to assert any compulsory counterclaim, if such
counterclaim is compelled under local law or rule of procedure, nor shall the foregoing be deemed a
waiver of any Guarantor’s right to assert any claim which would constitute a defense, setoff,
counterclaim or crossclaim of any nature whatsoever against Agent or any Lender in any separate
action or proceeding;



(y) any law, regulation, decree or order of any jurisdiction or any event affecting any
provision of the Guarantied Obligations; or



(z) to the fullest extent permitted by law, any other legal, equitable or surety defenses
whatsoever to which Guarantors might otherwise be entitled or any other circumstances which might
otherwise constitute a discharge of a Guarantor (other than indefeasible payment in full or as to a
Guarantor, a release of such Guarantor pursuant to and as provided in the Credit Agreement or as
approved by all of the Lenders), it being the intention that the obligations of Guarantors
hereunder are absolute, unconditional and irrevocable.



Section 4. Action with Respect to Guarantied Obligations. The Credit Parties may, at
any time and from time to time, without the consent of, or notice to, any Guarantor, and without
discharging any Guarantor from its obligations hereunder, take any and all actions described in
Section 3 and may otherwise: (a) amend, modify, alter or supplement the terms of any of the
Obligations, including, but not limited to, extending or shortening the time of payment of any of
the Obligations or changing the interest rate that may accrue on any of the Obligations; (b) amend,
modify, alter or supplement the Credit Agreement or any other Loan Document; (c) sell, exchange,
release or otherwise deal with all, or any part, of any collateral securing any of the Obligations;
(d) release any other obligor or other Person liable in any manner for the payment or collection of
the Guarantied Obligations; (e) exercise, or refrain from exercising, any rights against the
Borrower, any other Guarantor or any other Person; and (f) apply any sum, by whomsoever paid or
however realized, to the Guarantied Obligations in such order as the Agent shall elect.



Section 5. Representations and Warranties. Each Guarantor hereby makes to the Credit
Parties all of the representations and warranties made by the Borrower with respect to or in any
way relating to such Guarantor in the Credit Agreement and the other Loan Documents, as if the same
were set forth herein in full. In addition to making all of the representations and warranties
made by the Borrower with respect to each Guarantor in the Credit Agreement, the Guarantor
represents and warrants that: (a) this Guaranty: (i) has been authorized by all necessary action of
the Guarantor; (ii) (a) does not conflict with or result in a breach of, or constitute a default
under, any agreement or other instrument to which any Guarantor is a party; and (b) does not
violate any applicable law applicable to the Guarantor; (iii) does not require approval from any
Governmental Authority relating to any Guarantor; and (iv) is the legal, valid and binding
obligation of the Guarantor enforceable against the Guarantor in accordance with its terms except
to the extent that enforcement may be limited by applicable bankruptcy, insolvency and other
similar laws affecting creditor’s rights generally and the availability of equitable remedies for
the enforcement of certain obligations (other than the payment of principal) contained herein or
therein may be limited by equitable principles generally; and (b) in executing and delivering this
Guaranty, the Guarantor has (i) without reliance on the Credit Parties or any information received
from the Credit Parties and based upon such documents and information it deems appropriate, made an
independent investigation of the transactions contemplated hereby and the Borrower, the Borrower’s
business, assets, operations, prospects and condition, financial or otherwise, and any
circumstances which may bear upon such transactions, the Borrower or the obligations and risks
undertaken herein with respect to the Guaranteed Obligations; (ii) adequate means to obtain from
the Borrower on a continuing basis information concerning the Borrower; (iii) has full and complete
access to the Credit Agreement and the other Loan Documents; and (iv) not relied and will not rely
upon any representations or warranties of the Credit Parties not embodied herein or any acts
heretofore or hereafter taken by the Credit Parties (including but not limited to any review by the
Credit Parties of the affairs of the Borrower). The Company hereby represents and warrants that
the Company owns (directly or indirectly) a substantial amount of the stock or other ownership
interests of the Borrower and is financially interested in its affairs. All representations and
warranties made under this Guaranty shall be deemed to be made at and as of the date of this
Guaranty, the Effective Date and the date of the occurrence of the making of any Loan, the
conversion of any Loan, or the issuance of any Letter of Credit, except to the extent that such
representations and warranties expressly relate solely to an earlier date (in which case such
representations and warranties shall have been true and accurate on and as of such earlier date)
and except for changes in factual circumstances specifically permitted hereunder or under the
Credit Agreement.



Section 6. Covenants. Each Guarantor will perform and comply with all covenants
applicable to such Guarantor, or which the Borrower is required to cause such Guarantor to comply
with under the terms of the Credit Agreement or any of the other Loan Documents as if the same were
more fully set forth herein.



Section 7. Waiver. Each Guarantor, to the fullest extent permitted by applicable law,
hereby waives, other than as expressly required hereunder, notice of acceptance hereof or any
presentment, demand, protest or notice of any kind, and any other act or thing, or omission or
delay to do any other act or thing, which in any manner or to any extent might vary the risk of
such Guarantor or which otherwise might operate to discharge such Guarantor from its obligations
hereunder. The Guarantor also waives the right to require the Agent to proceed first against the
Borrower upon the Guaranteed Obligations before proceeding against the Guarantor hereunder.



Section 8. Reinstatement of Guarantied Obligations. If a claim is ever made on a
Credit Party for repayment or recovery of any amount or amounts received in payment or on account
of any of the Guarantied Obligations, and such Credit Party repays all or part of said amount by
reason of (a) any judgment, decree or order of any court or administrative body of competent
jurisdiction, or (b) any settlement or compromise of any such claim effected by such Credit Party
with any such claimant (including the Borrower or a trustee in bankruptcy for the Borrower), then
and in such event each Guarantor agrees that any such judgment, decree, order, settlement or
compromise shall be binding on it, notwithstanding any revocation hereof, any release herefrom, or
the cancellation of the Credit Agreement, any of the other Loan Documents, or any other instrument
evidencing any liability of the Borrower, this Guaranty shall continue to be effective or be
reinstated and such Guarantor shall be and remain liable to the Credit Parties for the amounts so
repaid or recovered to the same extent as if such amount had never originally been paid to such
Credit Party.



Section 9. Avoidance. As of any date of determination, the maximum obligation of each
Guarantor shall equal, but not exceed, the maximum amount of liability which could be asserted
against such Guarantor hereunder (or any other obligations of such Guarantor to the Credit Parties)
without (i) rendering such Guarantor “insolvent” within the meaning of Section 101(32) of the
Federal Bankruptcy Code (the “Bankruptcy Code”) or Section 2 of either the Uniform Fraudulent
Transfer Act (the “UFTA”) or the Uniform Fraudulent Conveyance Act (the “UFCA”) or the fraudulent
conveyance and transfer laws of the State of New York or such other jurisdiction whose laws shall
be determined to apply to the transactions contemplated by this Agreement (the “Applicable State
Fraudulent Conveyance Laws”), (ii) leaving such Guarantor with unreasonably small capital, within
the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA or Section 5 of the UFCA
or the Applicable State Fraudulent Conveyance Laws, or (iii) leaving such Guarantor unable to pay
its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4
of the UFTA or Section 6 of the UFCA or the Applicable State Fraudulent Conveyance Laws.  This
Section is intended solely to preserve the rights of the Credit Parties hereunder to the maximum
extent that would not cause the obligations of each Guarantor hereunder to be unenforceable or
subject to avoidance, and neither a Guarantor nor any other Person shall have any right or claim
under this Section as against the Credit Parties that would not otherwise be available to such
Person. 



Section 10. No Contest with Credit Parties; Subordination. So long as any Guarantied
Obligation remains unpaid or undischarged, Guarantors will not, by paying any sum recoverable
hereunder (whether or not demanded by any Credit Party) or by any means or on any other ground,
claim any set-off or counterclaim against the Borrower in respect of any liability of Guarantors to
the Borrower or, in proceedings under federal bankruptcy law or insolvency proceedings of any
nature, prove in competition with any Credit Party in respect of any payment hereunder or be
entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on
behalf of the Borrower or the benefit of any other security for any obligation hereby guaranteed
which, now or hereafter, any Credit Party may hold or in which it may have any share. For so long
as the Obligations remain outstanding, Guarantors hereby expressly waive any right of contribution
from or indemnity against the Borrower, whether at law or in equity, arising from any payments made
by Guarantors pursuant to the terms of this Guaranty, and Guarantors acknowledge that Guarantors
have no right whatsoever to proceed against the Borrower for reimbursement of any such payments.
For so long as the Obligations remain outstanding, in connection with the foregoing, Guarantors
expressly waive any and all rights of subrogation to the Credit Parties against the Borrower, and
Guarantors hereby waive any rights to enforce any remedy which a Credit Party may have against the
Borrower and any rights to participate in any collateral for the Borrower’s obligations under the
Loan Documents. Guarantors hereby subordinate any and all indebtedness of the Borrower now or
hereafter owed to Guarantors to all indebtedness of the Borrower to the Credit Parties, and agree
with the Credit Parties that (a) Guarantors shall not demand or accept any payment from the
Borrower on account of such indebtedness, (b) Guarantors shall not claim any offset or other
reduction of Guarantors’ obligations hereunder because of any such indebtedness, and (c) Guarantors
shall not take any action to obtain any interest in any of the security described in and encumbered
by the Loan Documents because of any such indebtedness; provided, however, that, if
a Credit Party so requests, such indebtedness shall be collected, enforced and received by
Guarantors as trustee for the Credit Parties and be paid over to the Credit Parties on account of
the indebtedness of the Borrower to the Credit Parties, but without reducing or affecting in any
manner the liability of Guarantors under the other provisions of this Guaranty except to the extent
the principal amount of such outstanding indebtedness shall have been reduced by such payment.



Section 11. Payments Free and Clear. All sums payable by each Guarantor hereunder,
whether of principal, interest, fees, expenses, premiums or otherwise, shall be paid in full,
without set-off or counterclaim or any deduction or withholding whatsoever (including any Taxes),
and if any Guarantor is required by applicable law or by a Governmental Authority to make any such
deduction or withholding, such Guarantor shall pay to the Credit Parties such additional amount as
will result in the receipt by the Credit Parties of the full amount payable hereunder had such
deduction or withholding not occurred or been required. Whenever any Taxes are paid by the
Guarantor, as promptly as possible thereafter, the Guarantor shall send the Agent an official
receipt showing payment thereof, together with such additional documentary evidence as may be
required from time to time by the Agent.



Section 12. Set-off. In addition to any rights now or hereafter granted under any of
the other Loan Documents or applicable law and not by way of limitation of any such rights, each
Guarantor hereby authorizes the Credit Parties, at any time during the continuance of an Event of
Default, without any prior notice to such Guarantor or to any other Person, any such notice being
hereby expressly waived, but in the case of a Credit Party other than the Agent subject to receipt
of the prior written consent of the Agent exercised in its sole discretion, to set off and to
appropriate and to apply any and all deposits (general or special, including, but not limited to,
indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other
indebtedness at any time held or owing by such Credit Party or any affiliate of such Credit Party,
to or for the credit or the account of such Guarantor held at any of the offices of the Agent or
J.P. Morgan Securities, Inc., against and on account of any of the Guarantied Obligations, although
such obligations shall be contingent or unmatured. Each Guarantor agrees, to the fullest extent
permitted by applicable law, that any Participant may exercise rights of set off or counterclaim
and other rights with respect to its participation as fully as if such Participant were a direct
creditor of such Guarantor in the amount of such participation. The foregoing shall not apply to
any account governed by a written agreement containing an express waiver by such Participant of
such Participant’s rights of setoff.



Section 13. Business Failure, Bankruptcy or Insolvency. In the event of the business
failure of any Guarantor or if there shall be pending any bankruptcy or insolvency case or
proceeding with respect to any Guarantor under federal bankruptcy law or any other applicable law
or in connection with the insolvency of any Guarantor, or if a liquidator, receiver, or trustee
shall have been appointed for any Guarantor or any Guarantor’s properties or assets, the Credit
Parties may file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of such Person allowed in any proceedings relative to such
Guarantor, or any of such Guarantor’s properties or assets, and, irrespective of whether the
indebtedness or other obligations of the Borrower guaranteed hereby shall then be due and payable,
by declaration or otherwise, the Credit Parties shall be entitled and empowered to file and prove a
claim for the whole amount of any sums or sums owing with respect to the indebtedness or other
obligations of the Borrower guaranteed hereby, and to collect and receive any moneys or other
property payable or deliverable on any such claim. Guarantors covenant and agree that upon the
commencement of a voluntary or involuntary bankruptcy proceeding by or against the Borrower,
Guarantors shall not seek a supplemental stay or otherwise pursuant to 11 U.S.C. §105 or any other
provision of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether
statutory, common law, case law, or otherwise) of any jurisdiction whatsoever, now or hereafter in
effect, which may be or become applicable, to stay, interdict, condition, reduce or inhibit the
ability of the Credit Parties to enforce any rights of such Person against Guarantors by virtue of
this Guaranty or otherwise. If a Credit Party is prevented under applicable law or otherwise from
demanding or accelerating payment of any of the Guarantied Obligations by reason of any automatic
stay or otherwise, the Credit Parties shall be entitled to receive from each Guarantor, upon demand
therefor, the sums which otherwise would have been due had such demand or acceleration occurred.



SECTION 14. ADDITIONAL GUARANTORS; RELEASE OF GUARANTORS. SECTION 5.13 OF THE CREDIT
AGREEMENT PROVIDES THAT CERTAIN SUBSIDIARIES MUST BECOME GUARANTORS BY, AMONG OTHER THINGS,
EXECUTING AND DELIVERING TO AGENT A COPY OF THIS GUARANTY. ANY SUBSIDIARY WHICH EXECUTES AND
DELIVERS TO THE AGENT THIS GUARANTY SHALL BE A GUARANTOR FOR ALL PURPOSES HEREUNDER. UNDER CERTAIN
CIRCUMSTANCES DESCRIBED IN SECTION 5.12(C) OF THE CREDIT AGREEMENT, CERTAIN SUBSIDIARIES MAY OBTAIN
FROM THE AGENT A WRITTEN RELEASE FROM THIS GUARANTY PURSUANT TO THE PROVISIONS OF SUCH SECTION, AND
UPON OBTAINING SUCH WRITTEN RELEASE, ANY SUCH SUBSIDIARY SHALL NO LONGER BE A GUARANTOR HEREUNDER.
EACH OTHER GUARANTOR CONSENTS AND AGREES TO ANY SUCH RELEASE AND AGREES THAT NO SUCH RELEASE SHALL
AFFECT ITS OBLIGATIONS HEREUNDER.



Section 15. Information. Each Guarantor assumes all responsibility for being and
keeping itself informed of the financial condition of the Borrower and the other Guarantors, and of
all other circumstances bearing upon the risk of nonpayment of any of the Guarantied Obligations
and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and
agrees that none of the Credit Parties shall have any duty whatsoever to advise any Guarantor of
information regarding such circumstances or risks.



Section 16. Governing Law. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE
PARTIES HERETO HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF
ANY OTHER JURISDICTION GOVERNS THIS GUARANTY. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW.



Section 17. WAIVER OF JURY TRIAL; ETC.



(a) EACH PARTY HERETO ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY BETWEEN OR AMONG ANY
GUARANTOR, THE AGENT OR ANY OTHER CREDIT PARTY WOULD BE BASED ON DIFFICULT AND COMPLEX ISSUES OF
LAW AND FACT AND WOULD RESULT IN DELAY AND EXPENSE TO THE PARTIES. ACCORDINGLY, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, EACH OF THE CREDIT PARTIES AND EACH GUARANTOR HEREBY WAIVES ITS RIGHT
TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL IN
WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST ANY PARTY HERETO ARISING OUT OF THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT OR BY REASON OF ANY OTHER SUIT, CAUSE OF ACTION OR DISPUTE WHATSOEVER
BETWEEN OR AMONG THE BORROWER, THE AGENT OR ANY OTHER CREDIT PARTY OF ANY KIND OR NATURE. TO THE
EXTENT THAT THE GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT
OR FROM ANY LEGAL PROCESS (WHETHER FROM SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT
IN AID OF EXECUTION OF A JUDGMENT, EXECUTION OR OTHERWISE), THE GUARANTOR HEREBY IRREVOCABLY WAIVES
SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTY.



(b) EACH OF THE GUARANTORS, THE AGENT AND EACH OTHER CREDIT PARTY HEREBY IRREVOCABLY SUBMITS
TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES
DISTRICT COURT LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK, NEW YORK, AND APPELLATE COURTS FROM
ANY THEREOF TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN OR AMONG ANY GUARANTOR, THE AGENT
OR ANY OTHER CREDIT PARTY, PERTAINING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT, THE LOANS, THE
LETTERS OF CREDIT, THE NOTES OR ANY OTHER LOAN DOCUMENT OR TO ANY MATTER ARISING HEREFROM OR
THEREFROM. EACH GUARANTOR AND EACH CREDIT PARTY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED IN SUCH COURTS. EACH PARTY FURTHER WAIVES ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY
SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM AND EACH AGREES
NOT TO PLEAD OR CLAIM THE SAME. THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED
TO PRECLUDE THE BRINGING OF ANY ACTION BY THE AGENT OR ANY OTHER CREDIT PARTY OR THE ENFORCEMENT BY
THE AGENT OR ANY OTHER CREDIT PARTY OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN ANY OTHER APPROPRIATE
JURISDICTION.



(c) THE PROVISIONS OF THIS SECTION HAVE BEEN CONSIDERED BY EACH PARTY WITH THE ADVICE OF
COUNSEL AND WITH A FULL UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF, AND SHALL SURVIVE THE
PAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS AND
THE TERMINATION OF THIS GUARANTY.



Section 18. Loan Accounts. Each Credit Party may maintain books and accounts setting
forth the amounts of principal, interest and other sums paid and payable with respect to the
Guarantied Obligations, and in the case of any dispute relating to any of the outstanding amount,
payment or receipt of any of the Guarantied Obligations or otherwise, the entries in such books and
accounts shall be deemed prima facie evidence of the amounts and other matters set forth herein.
The failure of a Credit Party to maintain such books and accounts shall not in any way relieve or
discharge any Guarantor of any of its obligations hereunder.



Section 19. Waiver of Remedies. No delay or failure on the part of a Credit Party in
the exercise of any right or remedy it may have against any Guarantor hereunder or otherwise shall
operate as a waiver thereof, and no single or partial exercise by a Credit Party of any such right
or remedy shall preclude any other or further exercise thereof or the exercise of any other such
right or remedy. The remedies provided in this guaranty are not cumulative.



Section 20. Termination. This Guaranty shall remain in full force and effect until
indefeasible payment in full of the Guarantied Obligations, the cancellation of all Letters of
Credit and the other Obligations and the termination or cancellation of the Credit Agreement in
accordance with its terms.



Section 21. Successors and Assigns. Each reference herein to the Agent or the other
Credit Parties shall be deemed to include such Person’s respective successors and assigns
(including, but not limited to, any holder of the Guarantied Obligations) in whose favor the
provisions of this Guaranty also shall inure, and each reference herein to each Guarantor shall be
deemed to include such Guarantor’s permitted successors and assigns, upon whom this Guaranty also
shall be binding. The Lenders, the Issuing Bank and the Swingline Lender may, in accordance with
the applicable provisions of the Credit Agreement, assign, transfer or sell any Guarantied
Obligation, or grant or sell participations in any Guarantied Obligations, to any Person without
the consent of, or notice to, any Guarantor and without releasing, discharging or modifying any
Guarantor’s obligations hereunder. Each Guarantor hereby consents to the delivery by the Agent or
any Lender to any assignee or Participant (or any prospective assignee or Participant) of any
financial or other information regarding the Borrower or any Guarantor. No Guarantor may assign or
transfer its obligations hereunder to any Person without the prior written consent of all Lenders
and any such assignment or other transfer to which all of the Lenders have not so consented shall
be null and void.



Section 22. JOINT AND SEVERAL OBLIGATIONS. THE OBLIGATIONS OF THE GUARANTORS
HEREUNDER SHALL BE JOINT AND SEVERAL, AND ACCORDINGLY, EACH GUARANTOR CONFIRMS THAT IT IS LIABLE
FOR THE FULL AMOUNT OF THE “GUARANTIED OBLIGATIONS” AND ALL OF THE OBLIGATIONS AND LIABILITIES OF
EACH OF THE OTHER GUARANTORS HEREUNDER.



Section 23. Amendments. This Guaranty may not be amended except in writing signed by
the Required Lenders (or all of the Lenders if required under the terms of the Credit Agreement),
the Agent and each Guarantor.



Section 24. Payments. All payments to be made by any Guarantor pursuant to this
Guaranty shall be made in Dollars, in immediately available funds to the Agent, not later than
12:00 p.m. on the date of demand therefore.



Section 25. Expenses. The Guarantor shall reimburse the Agent on demand for all
costs, expenses and charges (including without limitation fees and charges of external legal
counsel for the Agent and costs allocated by its internal legal department) incurred by the Agent
in connection with the preparation, performance or enforcement of this Guaranty. The obligations
of the Guarantor under this Section shall survive the termination of this Guaranty.



Section 26. Notices. All notices, requests and other communications hereunder shall
be in writing (including facsimile transmission or similar writing) and shall be given (a) to each
Guarantor at its address set forth below its signature hereto, (b) to the Agent, any Lender, the
Issuing Bank or the Swingline Lender at its respective address for notices provided for in the
Credit Agreement, or (c) as to each such party at such other address as such party shall designate
in a written notice to the other parties. Each such notice, request or other communication shall
be effective (i) if mailed, when received; (ii) if telecopied, when transmitted; or (iii) if hand
delivered, when delivered; provided, however, that any notice of a change of
address for notices shall not be effective until received.



Section 27. Severability. In case any provision of this Guaranty shall be invalid,
illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.



Section 28. Headings. Section headings used in this Guaranty are for convenience only
and shall not affect the construction of this Guaranty.



Section 29. Limitation of Liability. Neither the Agent, any other Credit Party nor
any affiliate, officer, director, employee, attorney, or agent of such Persons, shall have any
liability with respect to, and each Guarantor hereby waives, releases, and agrees not to sue any of
them upon, any claim for any special, indirect, incidental, or consequential damages suffered or
incurred by a Guarantor in connection with, arising out of, or in any way related to, this Guaranty
or any of the other Loan Documents, or any of the transactions contemplated by this Guaranty, the
Credit Agreement or any of the other Loan Documents. Each Guarantor hereby waives, releases, and
agrees not to sue the Agent, any other Credit Party or any of such Person’s affiliates, officers,
directors, employees, attorneys, or agents for punitive damages in respect of any claim in
connection with, arising out of, or in any way related to, this Guaranty, the Credit Agreement or
any of the other Loan Documents, or any of the transactions contemplated by Credit Agreement or
financed thereby.



Section 30. Integration; Effectiveness. This Guaranty sets forth the entire
understanding of the Guarantor and the Credit Parties relating to the guarantee of the Guaranteed
Obligations and constitutes the entire contract between the parties relating to the subject matter
hereof and supersede any and all previous agreements and understandings, oral or written, relating
to the subject matter hereof. This Guaranty shall become effective when it shall have been
executed and delivered by the Guarantor to the Agent. Delivery of an executed signature page of
this Guaranty by telecopy shall be effective as delivery of a manually executed signature page of
this Guaranty.



Section 31. Definitions. Capitalized terms used herein that are not otherwise defined
herein shall have the meanings given them in the Credit Agreement.



[Signatures Begin on Next Page]





HEALTHCARE TRUST OF AMERICA, INC.



	 	 	 
	By: /s/ Kellie S. Pruitt

	 

	Name: Kellie S. Pruitt

	Title:

	 	Chief Financial Officer






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	 	 	HTA -
SKYLYN, LLC






HTA — SUGAR LAND, LLC




HTA — LOCH RAVEN, LLC




HTA — CORSICANA, LLC




HTA — FORT WAYNE, LLC




HTA — SAN ANGELO, LLC




HTA — MOUNTAIN PLAINS-TX, LLC




HTA — WISCONSIN MOB PORTFOLIO, LLC




HTA — TRIUMPH, LLC




HTA — 2750 MONROE, LLC




HTA — LIMA, LLC




HTA — CAMP CREEK, LLC




HTA — AMARILLO HOSPITAL, LLC




HTA — DENTON, LLC




HTA — EAST COOPER, LLC




HTA — TUCSON MEDICAL OFFICE, LLC




HTA — CANNON PARK PLACE, LLC




HTA — ST. MARY PHYSICIAN CENTER, LLC




HTA — MEDICAL PORTFOLIO 4, LLC




HTA — FORT ROAD MEDICAL, LLC




HTA — LIBERTY FALLS MEDICAL PLAZA, LLC




HTA — VISTA PROFESSIONAL CENTER, LLC




HTA — OKLAHOMA CITY, LLC




HTA — POUGHKEEPSIE, LLC




HTA — SAN MARTIN, LLC




By: Healthcare Trust of America Holdings, LP, the
sole member of each of the above Subsidiary
Guarantors




	 	 	 	By:
Healthcare Trust of America, Inc., its
	 
	 	 	 	general partner






By: /s/ Kellie S. Pruitt 

Name: Kellie S. Pruitt

Title: Chief Financial Officer




2




	 	 	 	JPMORGAN CHASE BANK, N.A.,






	 	 	 	as
Administrative Agent






By: /s/ Brendan M. Poe 



	 	 	 
	 	 




                          Name:  Brendan M. Poe
                          Title:        Vice President
Name:
    	 	 	Brendan M. Poe
	 	 	Title: Vice President






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