Exh 10.10 1/5/2006 Cerritos I Guaranty


    
      

    

    Exhibit
      10.10

    
 

    GUARANTY

     

    THIS
      GUARANTY (“Guaranty”)
      is
      executed as of January 5, 2006
      by
Maguire
      Macquarie Office, LLC,
      a
      Delaware limited liability company (“Guarantor”),
      for
      the benefit of LaSalle
      Bank National Association,
      a
      national banking association, its successors and assigns (“Lender”).

     

    A. Maguire
      Macquarie - Cerritos I, LLC,
      a Delaware limited
      liability company
      (“Borrower”)
      is
      indebted to Lender with respect to a loan (the “Loan”)
      pursuant to that certain Promissory Note dated of even date herewith, payable
      to
      the order of Lender in the original principal amount of $95,000,000.00
      (together with all renewals, modifications, increases and extensions thereof,
      the “Note”),
      which
      is secured by the liens and security interests of a Leasehold Deed
      of
      Trust,
      Security Agreement and Fixture Filing, of even date herewith (the “Deed
      of Trust”),
      and
      further evidenced, secured or governed by the other Loan Documents (as defined
      in the Note). Capitalized terms used in this Guaranty and not otherwise defined
      shall have the meanings assigned in the Deed
      of
      Trust.

     

    B. Lender
      is
      not willing to make the Loan, or otherwise extend credit, to Borrower unless
      Guarantor unconditionally guarantees payment and performance to Lender of the
      Guaranteed Obligations (as herein defined).

     

    C. Guarantor
      is the owner of a direct or indirect interest in Borrower, and Guarantor will
      directly benefit from Lender’s making the Loan to Borrower.

     

    NOW,
      THEREFORE, as an inducement to Lender to make the Loan to Borrower thereunder,
      and to extend such additional credit as Lender may from time to time agree
      to
      extend under the Loan Documents, and for other good and valuable consideration,
      the receipt and legal sufficiency of which are hereby acknowledged, the parties
      do hereby agree as follows:

     

    ARTICLE
      1 

     

    NATURE
      AND SCOPE OF GUARANTY

     

    1.1 Guaranty
      of Obligations.
      Guarantor hereby irrevocably and unconditionally guarantees to Lender (and
      its
      successors and assigns), jointly and severally, the payment and performance
      of
      the Guaranteed Obligations as and when the same shall be due and payable,
      whether by lapse of time, by acceleration of maturity or otherwise. Guarantor
      hereby irrevocably and unconditionally covenants and agrees that it is liable,
      jointly and severally, for the Guaranteed Obligations as a primary obligor,
      and
      that each Guarantor shall fully perform, jointly and severally, each and every
      term and provision hereof.

     

    1.2 Definition
      of Guaranteed Obligations.
      As used
      herein, the term “Guaranteed
      Obligations”
      shall
      mean the unpaid balance of the Loan (as defined in the Note) in the event of
      (a)
      Borrower’s failure to make the first full monthly payment of principal and
      interest due under the Note, (b) a breach of the terms of Paragraphs 15 or
      16


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    of
      the
Deed
      of
      Trust
      or (c)
      the voluntary filing by Borrower, or the filing against Borrower by any
      Guarantor or any affiliate of any Guarantor, or an involuntary bankruptcy filing
      against Borrower in which Borrower or Guarantor acts in collusion with the
      filing party with respect to the filing, of any proceeding for relief under
      any
      federal or state bankruptcy, insolvency or receivership laws or any assignment
      for the benefit of creditors made by Borrower. In addition, the Guaranteed
      Obligations shall also include and Guarantor shall also be liable for, and
      shall
      indemnify, defend and hold Lender harmless from and against, any and all actual
      loss, liability, damage, cost, expense, claim or other obligation (including
      without limitation reasonable attorney’s fees and costs of defense) incurred or
      suffered by Lender and arising out of or in connection with the matters listed
      in subparagraphs (i) through (v) immediately below:

     

    (i) any
      physical waste of the Property caused by act(s) or omission(s) of Borrower,
      its
      agents, affiliates, officers and employees; or the removal or disposal of any
      portion of the Property after an Event of Default under the Loan Documents
      to
      the extent such Property is not replaced by Borrower with like property of
      equivalent value, function and design;

     

    (ii) the
      misapplication, misappropriation or conversion of: (A) any rents, security
      deposits, proceeds or other funds; (B) any insurance proceeds paid by reason
      of
      any loss, damage or destruction to the Property and not used by Borrower for
      restoration or repair of the Property when and as permitted by the Loan
      Documents; and/or (C) any awards or amounts received in connection with the
      condemnation of all or any portion of the Property and not used by Borrower
      for
      restoration or repair of the Property when and as permitted by the Loan
      Documents;

     

    (iii) Borrower’s
      failure to deliver any security deposits collected with respect to the Property
      to Lender or any other party entitled to receive such security deposits under
      the Loan Documents following an Event of Default; and any rents (including
      advanced or prepaid rents), issues, profits, accounts or other amounts generated
      by or related to the Property attributable to, or accruing after an Event of
      Default, which amounts were collected by Borrower or any other party on its
      behalf or for its benefit and not turned over to the Lender or used to pay
      unaffiliated third parties for reasonable and customary operating expenses
      and
      capital expenditures for the Property, taxes and insurance premiums with respect
      to the Property or any other amounts required to be paid under the Loan
      Documents with respect to the Property;

     

    (iv) the
      breach of the obligations set forth in that certain Hazardous Substances
      Indemnification Agreement from Borrower and Guarantor to Lender of even date
      herewith, as hereinafter amended, if at all; and/or

     

     


    
      
        
        

      

      
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    (v) any
      fraud, willful misconduct or material misrepresentation by Borrower or any
      Guarantor in connection with the Loan.

     

    1.3 Nature
      of Guaranty.
      This
      Guaranty is an irrevocable, absolute, continuing guaranty of payment and
      performance, is joint and several and is not a guaranty of collection. This
      Guaranty may not be revoked by Guarantor and shall continue to be effective
      with
      respect to any Guaranteed Obligations arising or created after any attempted
      revocation by Guarantor and after (if Guarantor is a natural person) Guarantor’s
      death (in which event this Guaranty shall be binding upon Guarantor’s estate and
      Guarantor’s legal representatives and heirs). The fact that at any time or from
      time to time the Guaranteed Obligations may be increased or reduced shall not
      release or discharge the obligation of Guarantor to Lender with respect to
      Guaranteed Obligations. This Guaranty may be enforced by Lender and any
      subsequent holder of the Note and shall not be discharged by the assignment
      or
      negotiation of all or part of the Note.

     

    1.4 Guaranteed
      Obligations Not Reduced by Offset.
      The
      Guaranteed Obligations and the liabilities and obligations of Guarantor to
      Lender hereunder, shall not be reduced, discharged or released because or by
      reason of any existing or future offset, claim or defense of Borrower, or any
      other party, against Lender or against payment of the Guaranteed Obligations,
      whether such offset, claim or defense arises in connection with the Guaranteed
      Obligations (or the transactions creating the Guaranteed Obligations) or
      otherwise.

     

    1.5 Payment
      by Guarantor.
      If all
      or any part of the Guaranteed Obligations shall not be punctually paid when
      due,
      whether at maturity or earlier by acceleration or otherwise, Guarantor shall,
      immediately upon demand by Lender, and without presentment, protest, notice
      of
      protest, notice of non-payment, notice of intention to accelerate the maturity,
      notice of acceleration of the maturity, or any other notice whatsoever, pay
      in
      lawful money of the United States of America, the amount due on the Guaranteed
      Obligations to Lender at Lender’s address as set forth herein. Such demand(s)
      may be made at any time coincident with or after the time for payment of all
      or
      part of the Guaranteed Obligations, and may be made from time to time with
      respect to the same or different items of Guaranteed Obligations. Such demand
      shall be deemed made, given and received in accordance with the notice
      provisions hereof.

     

    1.6 No
      Duty to Pursue Others.
      It
      shall not be necessary for Lender (and Guarantor hereby waives any rights which
      Guarantor may have to require Lender), in order to enforce such payment by
      Guarantor, first to (a) institute suit or exhaust its remedies against Borrower
      or others liable on the Loan or the Guaranteed Obligations or any other person,
      (b) enforce or exhaust any of Lender’s rights or remedies against any collateral
      which shall ever have been given to secure the Loan, (c) enforce Lender’s rights
      or remedies available to Lender against any other guarantors of the Guaranteed
      Obligations, (d) join Borrower or any others liable on the Guaranteed
      Obligations in any action seeking to enforce this Guaranty, or (e) resort to
      any
      other means of obtaining payment of the Guaranteed Obligations. Lender shall
      not
      be required to mitigate damages or take any other action to reduce, collect
      or
      enforce the Guaranteed Obligations.

     

     


    
      
        
        

      

      
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    1.7 Waivers.
      Guarantor agrees to the provisions of the Loan Documents, and hereby waives
      notice of (a) any loans or advances made by Lender to Borrower,
      (b) acceptance of this Guaranty, (c) any amendment or extension of the Note
      or of any other Loan Documents, (d) the execution and delivery by Borrower
      and
      Lender of any other loan or credit agreement or of Borrower’s execution and
      delivery of any promissory notes or other documents arising under the Loan
      Documents or in connection with the Property, (e) the occurrence of any breach
      by Borrower or default, (f) Lender’s transfer or disposition of the Guaranteed
      Obligations, or any part thereof, (g) sale or foreclosure (or posting or
      advertising for sale or foreclosure) of any collateral for the Guaranteed
      Obligations, (h) protest, proof of non-payment or default by Borrower, or (i)
      any other action at any time taken or omitted by Lender, and, generally, all
      demands and notices of every kind in connection with this Guaranty, the Loan
      Documents, any documents or agreements evidencing, securing or relating to
      any
      of the Guaranteed Obligations and the obligations hereby
      guaranteed.

     

    1.8 Payment
      of Expenses.
      In the
      event that Guarantor should breach or fail to timely perform any provisions
      of
      this Guaranty, Guarantor shall, immediately upon demand by Lender, pay Lender
      all costs and expenses (including court costs and reasonable attorneys’ fees)
      incurred by Lender in the enforcement hereof or the preservation of Lender’s
      rights hereunder. The covenant contained in this paragraph shall survive the
      payment and performance of the Guaranteed Obligations.

     

    1.9 Effect
      of Bankruptcy.
      In the
      event that, pursuant to any insolvency, bankruptcy, reorganization, receivership
      or other debtor relief law, or any judgment, order or decision thereunder,
      Lender must rescind or restore any payment, or any part thereof, received by
      Lender in satisfaction of the Guaranteed Obligations, as set forth herein,
      any
      prior release or discharge from the terms of this Guaranty given to Guarantor
      by
      Lender shall be without effect, and this Guaranty shall remain in full force
      and
      effect. It is the intention of Borrower and Guarantor that Guarantor’s
      obligations hereunder shall not be discharged except by Guarantor’s performance
      of such obligations and then only to the extent of such
      performance.

     

    1.10 Deferment
      of Rights of Subrogation, Reimbursement and
      Contribution.

     

    (a) Notwithstanding
      any payment or payments made by any Guarantor hereunder, no Guarantor will
      assert or exercise any right of Lender or of such Guarantor against Borrower
      to
      recover the amount of any payment made by such Guarantor to Lender by way of
      subrogation, reimbursement, contribution, indemnity, or otherwise arising by
      contract or operation of law, and such Guarantor shall not have any right of
      recourse to or any claim against assets or property of Borrower, whether or
      not
      the obligations of Borrower have been satisfied, all of such rights being herein
      expressly waived by such Guarantor (but subject to the provisions of
Subparagraph
      1.10(b)).
      Each
      Guarantor agrees not to seek contribution or indemnity or other recourse from
      any other guarantor. If any amount shall nevertheless be paid to a Guarantor
      by
      Borrower or another Guarantor prior to payment in full of the Obligations
      (hereinafter defined), such 

     


    
      
        
        

      

      
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    amount
      shall be held in trust for the benefit of Lender and shall forthwith be paid
      to
      Lender to be credited and applied to the Obligations, whether matured or
      unmatured. The provisions of this paragraph shall survive the termination of
      this Guaranty, and any satisfaction and discharge of Borrower by virtue of
      any
      payment, court order or any applicable law.

     

    (b) Notwithstanding
      the provisions of Subparagraph 1.10(a),
      each
      Guarantor shall have and be entitled to (i) all rights of subrogation otherwise
      provided by applicable law in respect of any payment it may make or be obligated
      to make under this Guaranty and (ii) all claims it would have against Borrower
      in the absence of Subparagraph 1.10(a)
      and to
      assert and enforce same, in each case on and after, but at no time prior to,
      the
      date (the “Subrogation
      Trigger Date”)
      which
      is ninety-one (91) days after the date on which all sums owed to Lender under
      the Loan Documents (the “Obligations”)
      have
      been paid in full, if and only if (x) no Event of Default of the type described
      in Paragraph
      20(f)
      of the
Deed
      of
      Trust
      with
      respect to any other Guarantor has existed at any time on and after the date
      of
      this Guaranty to and including the Subrogation Trigger Date and (y) the
      existence of each Guarantor’s rights under this Subparagraph 1.10(b)
      would
      not make such Guarantor a creditor (as defined in the Code, as such term is
      hereinafter defined) of Borrower or any other Guarantor in any insolvency,
      bankruptcy, reorganization or similar proceeding commenced on or prior to the
      Subrogation Trigger Date.

     

    1.11 Bankruptcy
      Code Waiver.
      It is
      the intention of the parties that Guarantor shall not be deemed to be a
“creditor” or “creditors” (as defined in Section 101 of the Bankruptcy
      Code) of Borrower, or any such guarantor, by reason of the existence of this
      Guaranty, in the event that Borrower or any such guarantor, becomes a debtor
      in
      any proceeding under the Bankruptcy Code, and in connection herewith, Guarantor
      hereby waives any such right as a “creditor” under the Bankruptcy Code. This
      waiver is given to induce Lender to make the Loan evidenced by the Note to
      Borrower. After the Loan is paid in full and there shall be no obligations
      or
      liabilities under this Guaranty outstanding, this waiver shall be deemed to
      be
      terminated.

     

    1.12 “Borrower.”
The
      term “Borrower”
      as used
      herein shall include any new or successor corporation, association, partnership
      (general or limited), joint venture, trust or other individual or organization
      formed as a result of any merger, reorganization, sale, transfer, devise, gift
      or bequest of Borrower or any interest in Borrower.

     

    1.13 Additional
      Waivers.
      Without
      limiting the generality, scope or meaning of any of the foregoing or any other
      provision of this Guaranty, to the extent it is determined that California
      law
      is applicable to this Guaranty: 

     

    (a) Guarantor
      hereby waives any and all benefits and defenses under California Civil Code
      Section 2810 and agrees that by doing so Guarantor shall be liable even if
      Borrower had no liability at the time of execution of the Note, the Deed of
      Trust or any other Loan Document, or thereafter ceases to be liable. Guarantor
      hereby waives any and all benefits and defenses under California Civil 

     


    
      
        
        

      

      
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    Code
      Section 2809 and agrees that by doing so Guarantor’s liability may be larger in
      amount and more burdensome than that of Borrower. Guarantor waives all rights
      to
      require Lender to pursue any other remedy it may have against Borrower, or
      any
      member of Borrower, including any and all benefits under California Civil Code
      Section 2845, 2849 and 2850. Guarantor further waives any rights, defenses
      and
      benefits that may be derived from Sections 2787 to 2855, inclusive, of the
      California Civil Code or comparable provisions of the laws of any other
      jurisdiction and further waives all other suretyship defenses Guarantor would
      otherwise have under the laws of California or any other
      jurisdiction.

     

    (b) Upon
      a
      default by Borrower, Lender in its sole discretion, without prior notice to
      or
      consent of Guarantor, may elect to: (i) foreclose either judicially or
      nonjudicially against any real or personal property security it may hold for
      the
      Loan, (ii) accept a transfer of any such security in lieu of foreclosure, (iii)
      compromise or adjust the Loan or any part of it or make any other accommodation
      with Borrower or any Guarantor, or (iv) exercise any other remedy against
      Borrower or any security. No such action by Lender shall release or limit the
      liability of Guarantor, who shall remain liable under this Guaranty after the
      action, even if the effect of the action is to deprive Guarantor of any
      subrogation rights, rights of indemnity, or other rights to collect
      reimbursement from Borrower for any sums paid to Lender, whether contractual
      or
      arising by operation of law or otherwise. Guarantor expressly agrees that under
      no circumstances shall it be deemed to have any right, title, interest or claim
      in or to any real or personal property to be held by Lender or any third party
      after any foreclosure or transfer in lieu of foreclosure of any security for
      the
      Loan.

     

    (c) Regardless
      of whether Guarantor may have made any payments to Lender, Guarantor hereby
      waives: (i) all rights of subrogation, indemnification, contribution and any
      other rights to collect reimbursement from Borrower or any other party for
      any
      sums paid to Lender, whether contractual or arising by operation of law
      (including the United States Bankruptcy Code or any successor or similar
      statute) or otherwise, (ii) all rights to enforce any remedy that Lender may
      have against Borrower, and (iii) all rights to participate in any security
      now
      or later to be held by Lender for the Loan. The waivers given in this subsection
      (c) shall be effective until the Loan has been paid and performed in
      full.

     

    (d) Guarantor
      waives all rights and defenses arising out of an election of remedies by Lender,
      even though that election of remedies, such as a nonjudicial foreclosure with
      respect to security for a guarantied obligation, has destroyed Guarantor’s
      rights of subrogation and reimbursement against Borrower by operation of Section
      580d of the California Code of Civil Procedure or otherwise. Guarantor further
      waives any right to a fair value hearing under California Code of Civil
      Procedure Section 580a, or any other similar law, to determine the size of
      any
      deficiency owing (for which any Guarantor would be liable hereunder) following
      a
      non-judicial foreclosure sale.

     

     


    
      
        
        

      

      
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    (e) Without
      limiting the foregoing or anything else contained in this Guaranty, Guarantor
      waives all rights and defenses that Guarantor may have because Borrower’s Loan
      is secured by real property. This means, among other things:

     

    (i) that
      Lender may collect from Guarantor without first foreclosing on any real or
      personal property collateral pledged by Borrower; and

     

    (ii) if
      Lender
      forecloses on any real property collateral pledged by Borrower: (x) the amount
      of the Loan may be reduced only by the price for which that collateral is sold
      at the foreclosure sale, even if the collateral is worth more than the sale
      price; and (y) Lender may collect from Guarantor even if Lender, by foreclosing
      on the real property collateral, has destroyed any right Guarantor may have
      to
      collect from Borrower.

     

    This
      subsection (e) is an unconditional and irrevocable waiver of any rights and
      defenses Guarantor may have because Borrower’s Loan is secured by real property.
      These rights and defenses include, but are not limited to, any rights or
      defenses based upon Sections 580a, 580b, 580d, or 726 of the California Code
      of
      Civil Procedure.

     

    (f) Guarantor
      waives all rights and defenses arising out of any failure of the Lender to
      disclose to the Guarantor any information relating to the financial condition,
      operations, properties or prospects of Borrower now or in the future known
      to
      the Lender (Guarantor waiving any duty on the part of the Lender to disclose
      such information).

     

    (g) Guarantor
      waives all rights and defenses, if any, now or hereafter arising under the
      laws
      of the State of Illinois, which are the same as or similar to the rights and
      defenses waived as described above.

     

    ARTICLE
      2 

     

    EVENTS
      AND CIRCUMSTANCES NOT REDUCING

     

    OR
      DISCHARGING GUARANTOR’S OBLIGATIONS

     

    Guarantor
      hereby consents and agrees to each of the following, and agrees that Guarantor’s
      obligations under this Guaranty shall not be released, diminished, impaired,
      reduced or adversely affected by any of the following, and waives any common
      law, equitable, statutory or other rights (including without limitation rights
      to notice) which Guarantor might otherwise have as a result of or in connection
      with any of the following:

     

    2.1 Modifications.
      Any
      renewal, extension, increase, modification, alteration or rearrangement of
      all
      or any part of the Guaranteed Obligations, Note, Loan Documents, or other
      document, instrument, contract or understanding between Borrower and Lender,
      or
      any other parties, pertaining to the Guaranteed Obligations or any failure
      of
      Lender to notify Guarantor of any such action.

     

     


    
      
        
        

      

      
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    2.2 Adjustment.
      Any
      adjustment, indulgence, forbearance or compromise that might be granted or
      given
      by Lender to Borrower or any Guarantor.

     

    2.3 Condition
      of Borrower or Guarantor.
      The
      insolvency, bankruptcy, arrangement, adjustment, composition, liquidation,
      disability, dissolution or lack of power of Borrower, Guarantor or any other
      party at any time liable for the payment of all or part of the Guaranteed
      Obligations; or any dissolution of Borrower or Guarantor, or any sale, lease
      or
      transfer of any or all of the assets of Borrower or Guarantor, or any changes
      in
      the shareholders, partners or members of Borrower or Guarantor; or any
      reorganization of Borrower or Guarantor.

     

    2.4 Invalidity
      of Guaranteed Obligations.
      The
      invalidity, illegality or unenforceability of all or any part of the Guaranteed
      Obligations, or any document or agreement executed in connection with the
      Guaranteed Obligations, for any reason whatsoever, including without limitation
      the fact that (a) the Guaranteed Obligations, or any part thereof, exceeds
      the
      amount permitted by law, (b) the act of creating the Guaranteed Obligations
      or
      any part thereof is ultra vires,
      (c) the
      officers or representatives executing the Note or the other Loan Documents
      or
      otherwise creating the Guaranteed Obligations acted in excess of their
      authority, (d) the Guaranteed Obligations violate applicable usury laws, (e)
      Borrower has valid defenses, claims or offsets (whether at law, in equity or
      by
      agreement) which render the Guaranteed Obligations wholly or partially
      uncollectible from Borrower, (f) the creation, performance or repayment of
      the
      Guaranteed Obligations (or the execution, delivery and performance of any
      document or instrument representing part of the Guaranteed Obligations or
      executed in connection with the Guaranteed Obligations, or given to secure
      the
      repayment of the Guaranteed Obligations) is illegal, uncollectible or
      unenforceable, or (g) the Note or any of the other Loan Documents have been
      forged or otherwise are irregular or not genuine or authentic, it being agreed
      that Guarantor shall remain liable hereon regardless of whether Borrower or
      any
      other person be found not liable on the Guaranteed Obligations or any part
      thereof for any reason.

     

    2.5 Release
      of Obligors.
      Any
      full or partial release of the liability of Borrower on the Guaranteed
      Obligations, or any part thereof, or of any co-guarantors, or any other person
      or entity now or hereafter liable, whether directly or indirectly, jointly,
      severally, or jointly and severally, to pay, perform, guarantee or assure the
      payment of the Guaranteed Obligations, or any part thereof, it being recognized,
      acknowledged and agreed by Guarantor that Guarantor may be required to pay
      the
      Guaranteed Obligations in full without assistance or support of any other party,
      and Guarantor has not been induced to enter into this Guaranty on the basis
      of a
      contemplation, belief, understanding or agreement that other parties will be
      liable to pay or perform the Guaranteed Obligations, or that Lender will look
      to
      other parties to pay or perform the Guaranteed Obligations.

     

    2.6 Other
      Collateral.
      The
      taking or accepting of any other security, collateral or guaranty, or other
      assurance of payment, for all or any part of the Guaranteed
      Obligations.

     

     


    
      
        
        

      

      
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    2.7 Release
      of Collateral.
      Any
      release, surrender, exchange, subordination, deterioration, waste, loss or
      impairment (including without limitation negligent, willful, unreasonable or
      unjustifiable impairment) of any collateral, property or security, at any time
      existing in connection with, or assuring or securing payment of, all or any
      part
      of the Guaranteed Obligations.

     

    2.8 Care
      and Diligence.
      The
      failure of Lender or any other party to exercise diligence or reasonable care
      in
      the preservation, protection, enforcement, sale or other handling or treatment
      of all or any part of such collateral, property or security, including but
      not
      limited to any neglect, delay, omission, failure or refusal of Lender (a) to
      take or prosecute any action for the collection of any of the Guaranteed
      Obligations, or (b) to foreclose, or initiate any action to foreclose, or,
      once
      commenced, prosecute to completion any action to foreclose upon any security
      therefor, or (c) to take or prosecute any action in connection with any
      instrument or agreement evidencing or securing all or any part of the Guaranteed
      Obligations.

     

    2.9 Unenforceability.
      The
      fact that any collateral, security, security interest or lien contemplated
      or
      intended to be given, created or granted as security for the repayment of the
      Guaranteed Obligations, or any part thereof, shall not be properly perfected
      or
      created, or shall prove to be unenforceable or subordinate to any other security
      interest or lien, it being recognized and agreed by Guarantor that Guarantor
      is
      not entering into this Guaranty in reliance on, or in contemplation of the
      benefits of, the validity, enforceability, collectibility or value of any of
      the
      collateral for the Guaranteed Obligations.

     

    2.10 Offset.
      Any
      existing or future right of offset, claim or defense of Borrower against Lender,
      or any other party, or against payment of the Guaranteed Obligations, whether
      such right of offset, claim or defense arises in connection with the Guaranteed
      Obligations (or the transactions creating the Guaranteed Obligations) or
      otherwise.

     

    2.11 Merger.
      The
      reorganization, merger or consolidation of Borrower into or with any other
      corporation or entity.

     

    2.12 Preference.
      Any
      payment by Borrower to Lender is held to constitute a preference under
      bankruptcy laws, or for any reason Lender is required to refund such payment
      or
      pay such amount to Borrower or someone else.

     

    2.13 Other
      Actions Taken or Omitted.
      Any
      other action taken or omitted to be taken with respect to the Loan Documents,
      the Guaranteed Obligations, or the security and collateral therefor, whether
      or
      not such action or omission prejudices Guarantor or increases the likelihood
      that Guarantor will be required to pay the Guaranteed Obligations pursuant
      to
      the terms hereof, it is the unambiguous and unequivocal intention of Guarantor
      that Guarantor shall be obligated to pay the Guaranteed Obligations when due,
      notwithstanding any occurrence, circumstance, event, action, or omission
      whatsoever, whether or not contemplated, and whether or not otherwise or
      particularly described herein, which obligation shall be deemed satisfied only
      upon the full and final payment and satisfaction of the Guaranteed
      Obligations.

     

     


    
      
        
        

      

      
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    ARTICLE
      3 

     

    REPRESENTATIONS
      AND WARRANTIES

     

    To
      induce
      Lender to enter into the Loan Documents and extend credit to Borrower, Guarantor
      represents and warrants to Lender as follows:

     

    3.1 Benefit.
      Guarantor is an affiliate of Borrower or is the owner of a direct or indirect
      interest in Borrower, and has received, or will receive, direct or indirect
      benefit from the making of this Guaranty with respect to the Guaranteed
      Obligations.

     

    3.2 Familiarity
      and Reliance.
      Guarantor is familiar with, and has independently reviewed books and records
      regarding, the financial condition of Borrower and is familiar with the value
      of
      any and all collateral intended to be created as security for the payment of
      the
      Note or Guaranteed Obligations; however, Guarantor is not relying on such
      financial condition or the collateral as an inducement to enter into this
      Guaranty.

     

    3.3 No
      Representation by Lender.
      Neither
      Lender nor any other party has made any representation, warranty or statement
      to
      Guarantor in order to induce Guarantor to execute this Guaranty.

     

    3.4 Guarantor’s
      Financial Condition.
      As of
      the date hereof, and after giving effect to this Guaranty and the contingent
      obligation evidenced hereby, Guarantor is, and will be, solvent, and has and
      will have assets which, fairly valued, exceed its obligations, liabilities
      (including contingent liabilities) and debts, and has and will have property
      and
      assets sufficient to satisfy and repay its obligations and liabilities. There
      have been no (a) assignment made for the benefit of Guarantor’s creditors, (b)
      appointment of a receiver for Guarantor or for Guarantor’s properties, or (c)
      bankruptcy, reorganization, or liquidation proceeding instituted by or against
      Guarantor.

     

    3.5 Legality.
      The
      execution, delivery and performance by Guarantor of this Guaranty and the
      consummation of the transactions contemplated hereunder do not, and will not,
      contravene or conflict with any law, statute or regulation whatsoever to which
      Guarantor is subject or constitute a default (or an event which with notice
      or
      lapse of time or both would constitute a default) under, or result in the breach
      of, any indenture, mortgage, deed of trust, charge, lien, or any contract,
      agreement or other instrument to which Guarantor is a party or which may be
      applicable to Guarantor. This Guaranty is a legal and binding obligation of
      Guarantor and is enforceable in accordance with its terms, except as limited
      by
      bankruptcy, insolvency or other laws of general application relating to the
      enforcement of creditors’ rights.

     

    3.6 Survival.
      All
      representations and warranties made by Guarantor herein shall survive the
      execution hereof.

     

    3.7 Review
      of Documents.
      Guarantor has examined the Note and all of the Loan Documents.

     

    3.8 Litigation.
      Except
      as otherwise disclosed to Lender, there are no proceedings pending or, so far
      as
      Guarantor knows, threatened before any court, 

     


    
      
        
        

      

      
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    governmental
      or administrative agency which, if decided adversely to Guarantor, would
      materially adversely affect the financial condition of Guarantor or the
      authority of Guarantor to enter into, or the validity or enforceability of
      this
      Guaranty. In addition, except as otherwise disclosed to Lender, (a) there are
      no
      outstanding judgment(s) against or relating to Guarantor, (b) Guarantor has
      not
      (i) had any property foreclosed upon, (ii) given a deed in lieu of foreclosure,
      or (iii) been involved in any criminal proceedings where Guarantor was the
      defendant and (c) Guarantor has not defaulted on any loan or other
      indebtedness.

     

    3.9 Tax
      Returns.
      Guarantor has filed all required federal, state and local tax returns and has
      paid all taxes as shown on such returns as they have become due. No claims
      have
      been assessed and are unpaid with respect to such taxes.

     

    3.10 OFAC.
      Guarantor is not and will not become a person (individually, a “Prohibited
      Person”
      and
      collectively “Prohibited
      Persons”)
      listed
      on the Specially Designated Nationals and Blocked Persons List maintained by
      the
      Office of Foreign Asset Control, U.S. Department of the Treasury (the
“OFAC
      List”)
      or
      otherwise subject to any other prohibitions or restriction imposed by laws,
      rules, regulations or executive orders, including Executive Order No. 13224,
      administered by OFAC (collectively the “OFAC
      Rules”).
      Guarantor represents and covenants that it also (a) is not and will not become
      owned or controlled by a Prohibited Person, (b) is not acting and will not
      act
      for or on behalf of a Prohibited Person, (c) is not otherwise associated with
      and will not become associated with a Prohibited Person, (d) is not providing
      and will not provide any material, financial or technological support for or
      financial or other service to or in support of acts of terrorism or a Prohibited
      Person. Guarantor shall immediately notify Lender if Guarantor or any member,
      partner or beneficial owner of Guarantor becomes a Prohibited Person or (i)
      is
      indicted on or (ii) arraigned and held over on charges involving money
      laundering or predicate crimes to money laundering. Guarantor will not enter
      into any transaction or undertake any activities related to the Loan in
      violation of the federal Bank Secrecy Act, as amended (“BSA”),
      31
      U.S.C. §5311, et seq. or any federal or state laws, rules, regulations or
      executive orders, including, but not limited to, 18 U.S.C. §§1956, 1957 and
      1960, prohibiting money laundering and terrorist financing (collectively
“Anti-Money
      Laundering Laws”).
      Guarantor shall (A) not use or permit the use of any proceeds of the Loan in
      any
      way that will violate either the OFAC Rules or Anti-Money Laundering Laws,
      (B)
      comply and cause all of its subsidiaries to comply with applicable OFAC Rules
      and Anti-Money Laundering Laws, (C) provide information as Lender may require
      from time to time to permit Lender to satisfy its obligations under the OFAC
      Rules and/or the Anti-Money Laundering Laws and (D) not engage in or conspire
      to
      engage in any transaction that evades or avoids, or has the purpose of evading
      or avoiding, or attempts to violate, any of the foregoing. Guarantor shall
      immediately notify Lender if any Tenant becomes a Prohibited Person or (1)
      is
      convicted of, (2) pleads nolo contendere to, (3) is indicted on, or (4) is
      arraigned and held over on charges involving money laundering or predicate
      crimes to money laundering.

     

     


    
      
        
        

      

      
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    ARTICLE
      4 

     

    SUBORDINATION
      OF CERTAIN INDEBTEDNESS

     

    4.1 Subordination
      of All Guarantor Claims.
      As used
      herein, the term “Guarantor Claims” shall mean all debts and liabilities of
      Borrower to Guarantor, whether such debts and liabilities now exist or are
      hereafter incurred or arise, or whether the obligations of Borrower thereon
      be
      direct, contingent, primary, secondary, several, joint and several, or
      otherwise, and irrespective of whether such debts or liabilities be evidenced
      by
      note, contract, open account, or otherwise, and irrespective of the person
      or
      persons in whose favor such debts or liabilities may, at their inception, have
      been, or may hereafter be created, or the manner in which they have been or
      may
      hereafter be acquired by Guarantor. The Guarantor Claims shall include without
      limitation all rights and claims of Guarantor against Borrower (arising as
      a
      result of subrogation or otherwise) as a result of Guarantor’s payment of all or
      a portion of the Guaranteed Obligations to the extent the provisions of
      Paragraph 1.4 hereof are unenforceable. Upon the occurrence of an Event of
      Default or the occurrence of an event which would, with the giving of notice
      or
      the passage of time, or both, constitute an Event of Default, Guarantor shall
      not receive or collect, directly or indirectly, from Borrower or any other
      party
      any amount upon the Guarantor Claims.

     

    4.2 Claims
      in Bankruptcy.
      In the
      event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief,
      or other insolvency proceedings involving Guarantor as debtor, Lender shall
      have
      the right to prove its claim in any such proceeding so as to establish its
      rights hereunder and receive directly from the receiver, trustee or other court
      custodian dividends and payments which would otherwise be payable upon Guarantor
      Claims. Guarantor hereby assigns such dividends and payments to Lender. Should
      Lender receive, for application upon the Guaranteed Obligations, any such
      dividend or payment which is otherwise payable to Guarantor, and which, as
      between Borrower and Guarantor, shall constitute a credit upon the Guarantor
      Claims, then upon payment to Lender in full of the Guaranteed Obligations,
      Guarantor shall become subrogated to the rights of Lender to the extent that
      such payments to Lender on the Guarantor Claims have contributed toward the
      liquidation of the Guaranteed Obligations, and such subrogation shall be with
      respect to that proportion of the Guaranteed Obligations which would have been
      unpaid if Lender had not received dividends or payments upon the Guarantor
      Claims.

     

    4.3 Payments
      Held in Trust.
      In the
      event that, notwithstanding anything to the contrary in this Guaranty, Guarantor
      should receive any funds, payment, claim or distribution which is prohibited
      by
      this Guaranty, Guarantor agrees to hold in trust for Lender an amount equal
      to
      the amount of all funds, payments, claims or distributions so received, and
      agrees that it shall have absolutely no dominion over the amount of such funds,
      payments, claims or distributions so received except to pay them promptly to
      Lender, and Guarantor covenants promptly to pay the same to Lender.

     

    4.4 Liens
      Subordinate.
      Guarantor agrees that any liens, security interests, judgment liens, charges
      or
      other encumbrances upon Borrower’s assets securing payment of the Guarantor
      Claims shall be and remain inferior and subordinate to any liens, 

     


    
      
        
        

      

      
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    security
      interests, judgment liens, charges or other encumbrances upon Borrower’s assets
      securing payment of the Guaranteed Obligations, regardless of whether such
      encumbrances in favor of Guarantor or Lender presently exist or are hereafter
      created or attach. Without the prior written consent of Lender, Guarantor shall
      not (a) exercise or enforce any creditor’s right it may have against Borrower,
      or (b) foreclose, repossess, sequester or otherwise take steps or institute
      any
      action or proceedings (judicial or otherwise, including without limitation
      the
      commencement of, or joinder in, any liquidation, bankruptcy, rearrangement,
      debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds
      of trust, security interest, collateral rights, judgments or other encumbrances
      on assets of Borrower held by Guarantor.

     

    ARTICLE
      5 

     

    MISCELLANEOUS

     

    5.1 Waiver.
      No
      failure to exercise, and no delay in exercising, on the part of Lender, any
      right hereunder shall operate as a waiver thereof, nor shall any single or
      partial exercise thereof preclude any other or further exercise thereof or
      the
      exercise of any other right. The rights of Lender hereunder shall be in addition
      to all other rights provided by law. No modification or waiver of any provision
      of this Guaranty, nor consent to departure therefrom, shall be effective unless
      in writing and no such consent or waiver shall extend beyond the particular
      case
      and purpose involved. No notice or demand given in any case shall constitute
      a
      waiver of the right to take other action in the same, similar or other instances
      without such notice or demand.

     

    5.2 Notices.
      Any
      notice, demand, statement, request or consent made hereunder shall be in writing
      and shall be deemed to be received by the addressee on the first business day
      after such notice is tendered to a nationally recognized overnight delivery
      service or on the third day following the day such notice is deposited with
      the
      United States Postal Service first class certified mail, return receipt
      requested, in either instance, addressed to the address, as set forth below,
      of
      the party to whom such notice is to be given, or to such other address as either
      party shall in like manner designate in writing. The addresses of the parties
      hereto are as follows:

     

     


    
      
        
        

      

      
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    Guarantor:

     

    Maguire
      Macquarie Office, LLC

    c/o
      Maguire Properties, Inc.

    333
      South
      Grand Avenue, Suite 400

    Los
      Angeles, California 90071

     

    Attention:
      Robert F. Maguire III and Mark T. Lammas, Esq.

     

    Lender:

     

    LaSalle
      Bank National Association

    135
      S.
      LaSalle Street

    Suite
      3410

    Chicago,
      Illinois 60603

    Attn:
      Real Estate Capital Markets

       Re:
      Cerritos
      Corporate Center

     

    5.3 Governing
      Law; Jurisdiction.
      THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
      OF
      THE STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES, AND THE
      APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. GUARANTOR HEREBY IRREVOCABLY
      SUBMITS TO THE JURISDICTION OF ANY COURT OF COMPETENT JURISDICTION LOCATED
      IN
      THE CITY OF CHICAGO AND STATE OF ILLINOIS IN CONNECTION WITH ANY PROCEEDING
      ARISING OUT OF OR RELATING TO THIS GUARANTY.

     

    5.4 Invalid
      Provisions.
      If any
      provision of this Guaranty is held to be illegal, invalid, or unenforceable
      under present or future laws effective during the term of this Guaranty, such
      provision shall be fully severable and this Guaranty shall be construed and
      enforced as if such illegal, invalid or unenforceable provision had never
      comprised a part of this Guaranty, and the remaining provisions of this Guaranty
      shall remain in full force and effect and shall not be affected by the illegal,
      invalid or unenforceable provision or by its severance from this Guaranty,
      unless such continued effectiveness of this Guaranty, as modified, would be
      contrary to the basic understandings and intentions of the parties as expressed
      herein.

     

    5.5 Amendments.
      This
      Guaranty may be amended only by an instrument in writing executed by the party
      or an authorized representative of the party against whom such amendment is
      sought to be enforced.

     

    5.6 Parties
      Bound; Assignment.
      This
      Guaranty shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors, assigns, legal representatives, heirs,
      executors, and administrators; provided, however, that Guarantor may not,
      without the prior written consent of Lender, assign any of its rights, powers,
      duties or obligations hereunder.

     

     


    
      
        
        

      

      
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    5.7 Headings.
      The
      article, paragraph and subparagraph headings are for convenience of reference
      only and shall in no way affect the interpretation of this
      Guaranty.

     

    5.8 Recitals.
      The
      recital and introductory paragraphs hereof are a part hereof, form a basis
      for
      this Guaranty and shall be considered prima facie
      evidence
      of the facts and documents referred to therein.

     

    5.9 Counterparts.
      To
      facilitate execution, this Guaranty may be executed in as many counterparts
      as
      may be convenient or required. It shall not be necessary that the signature
      or
      acknowledgment of, or on behalf of, each party, or that the signature of all
      persons required to bind any party, or the acknowledgment of such party, appear
      on each counterpart. All counterparts shall collectively constitute a single
      instrument. It shall not be necessary in making proof of this Guaranty to
      produce or account for more than a single counterpart containing the respective
      signatures of, or on behalf of, and the respective acknowledgments of, each
      of
      the parties hereto. Any signature or acknowledgment page to any counterpart
      may
      be detached from such counterpart without impairing the legal effect of the
      signatures or acknowledgments thereon and thereafter attached to another
      counterpart identical thereto except having attached to it additional signature
      or acknowledgment pages.

     

    5.10 Financial
      Statements:
      Guarantor shall furnish to Lender, cause to be furnished to Lender, or direct
      Lender to an internet site or public filing containing, to the extent
      applicable, the following:

     

    (a) within
      ninety (90) days after the close of each fiscal year of Guarantor, a balance
      sheet of Guarantor dated as of the close of such fiscal year;

     

    (b) contemporaneously
      with its delivery to the Internal Revenue Service, copies of any and all tax
      returns, requests for extension and other similar items; and

     

    (c) from
      time
      to time, such additional financial statements and financial information as
      Lender shall reasonably require.

     

    All
      balance sheets shall include, among other things, disclosure of all contingent
      liabilities and changes in financial condition, together with such supporting
      schedules and documentation as Lender shall reasonably require. All balance
      sheets shall be certified by Guarantor.

     

    5.11 Rights
      and Remedies.
      If
      Guarantor becomes liable for any indebtedness owing by Borrower to Lender,
      by
      endorsement or otherwise, other than under this Guaranty, such liability shall
      not be in any manner impaired or affected hereby and the rights of Lender
      hereunder shall be cumulative of any and all other rights that Lender may ever
      have against Guarantor. The exercise by Lender of any right or remedy hereunder
      or under any other instrument, or at law or in equity, shall not preclude the
      concurrent or subsequent exercise of any other right or remedy.

     

     


    
      
        
        

      

      
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    5.12 Entirety.
      THIS GUARANTY EMBODIES THE FINAL, ENTIRE AGREEMENT OF GUARANTOR AND LENDER
      WITH
      RESPECT TO GUARANTOR’S GUARANTY OF THE GUARANTEED OBLIGATIONS AND SUPERSEDES ANY
      AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS,
      WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF. THIS GUARANTY
      IS
      INTENDED BY GUARANTOR AND LENDER AS A FINAL AND COMPLETE EXPRESSION OF THE
      TERMS
      OF THIS GUARANTY, AND NO COURSE OF DEALING BETWEEN GUARANTOR AND LENDER, NO
      COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND NO EVIDENCE OF PRIOR,
      CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC
      EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY, SUPPLEMENT OR MODIFY
      ANY TERM OF THIS GUARANTY AGREEMENT. THERE ARE NO ORAL AGREEMENTS BETWEEN
      GUARANTOR AND LENDER.

     

    5.13 Waiver
      of Right to Trial by Jury.
      EXCEPT AS PROHIBITED UNDER APPLICABLE LAW, GUARANTOR AND LENDER HEREBY WAIVE
      THEIR RIGHTS TO A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND
      WAIVE
      ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW
      OR
      HEREAFTER EXIST WITH REGARD TO THIS GUARANTY, THE MORTGAGE, OR THE OTHER LOAN
      DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION
      THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY,
      INTENTIONALLY AND VOLUNTARILY BY GUARANTOR AND LENDER, AND IS INTENDED TO
      ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO
      A
      TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A
      COPY
      OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY
      GUARANTOR.
      GUARANTOR
      ACKNOWLEDGES THAT NEITHER LENDER NOR ANY PERSON ACTING ON BEHALF OF LENDER
      HAS
      MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR
      HAS
      TAKEN ANY ACTION WHICH IN ANY WAY MODIFIES OR NULLIFIES ITS EFFECT. GUARANTOR
      ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THE LOAN,
      THAT LENDER HAS RELIED ON THIS WAIVER IN ENTERING INTO THE LOAN DOCUMENTS AND
      THAT LENDER WILL CONTINUE TO RELY ON THIS WAIVER IN ITS FUTURE DEALINGS.
      GUARANTOR FURTHER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED (OR HAS HAD THE
      OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS GUARANTY AND ANY OTHER
      LOAN DOCUMENTS THAT GUARANTOR HAS ENTERED INTO AND IN THE MAKING OF THIS WAIVER
      BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS
      HAD
      THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL. LENDER BY ITS ACCEPTANCE
      OF
      THIS GUARANTY ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED (OR HAS HAD THE


     


    
      
        
        

      

      
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    OPPORTUNITY
      TO BE REPRESENTED) IN THE MAKING OF THE LOAN SECURED BY THIS GUARANTY AND IN
      THE
      MAKING OF THIS WAIVER BY INDEPENDENT LEAL COUNSEL, SELECTED OF ITS OWN FREE
      WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH
      COUNSEL.

     

    


     

    [SIGNATURE
      ON FOLLOWING PAGE]

     

     


    
      
        
        

      

      
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    EXECUTED
      as of the day and year first above written.

     

    

      
        	
                GUARANTOR:

                 

              
	
                MAGUIRE
                  MACQUARIE OFFICE, LLC,

              
	
                a Delaware limited
                  liability company

              
	 
	
                By:      
                  Maguire
                  MO Manager, LLC, a Delaware limited

              
	
                liability
                  company, its manager

              
	 
	
                By:      
                  Maguire
                  Properties, L.P., 

                a
                  Maryland limited partnership, its sole member

              
	 
	
                By:       Maguire
                  Properties, Inc., 

                a
                  Maryland corporation, its sole general partner

              
	 
	
                By:    
                   /s/ Dallas
                  E.
                  Lucas                                     

              
	
                Name:     
                  Dallas E. Lucas

              
	
                Its:          
                  Executive Vice President and Chief Financial
                  Officer