**Exhibit10.8**GUARANTY OF PAYMENT          GUARANTY OF PAYMENT (this “Guaranty”), made as of June 1, 2006, by AMB PROPERTY CORPORATION, aMaryland corporation, having an address at Pier 1, Bay 1, San Francisco, California 94111(“Guarantor”), for the benefit of JPMORGAN CHASE BANK, as Administrative Agent and J.P. MORGANEUROPE LIMITED, as Administrative Agent (collectively, the “Administrative Agent”) for the banks(the “Banks”) that are from time to time parties to that certain Third Amended and RestatedRevolving Credit Agreement (the “Credit Agreement”), dated as of the date hereof, among AMBProperty, L.P. (the “Borrower”), the banks listed on the signature pages thereof, theAdministrative Agent, Bank of America, N.A., as Syndication Agent, J.P. Morgan Securities Inc. andBanc of America Securities LLC, as Joint Lead Arrangers and Joint Bookrunners, Eurohypo AG, NewYork Branch, Wachovia Bank, N.A., and PNC Bank, National Association, as Documentation Agents, andThe Bank of Nova Scotia, acting through its San Francisco Agency, Wells Fargo Bank, N.A., ING RealEstate Finance (USA) LLC, and LaSalle Bank National Association, as Managing Agents.WITNESSETH:          WHEREAS, the Banks have agreed to make loans to Borrower in the aggregate principal amount notto exceed Five Hundred Fifty Million Dollars ($550,000,000) or, in the event that Borrowerexercises its rights pursuant to Section 9.19 of the Credit Agreement, Seven Hundred MillionDollars ($700,000,000) (hereinafter collectively referred to as the “Loans”);          WHEREAS, the Loans are and will be evidenced by (i) certain promissory notes of Borrower madeto each of the Banks, (ii) certain promissory notes of Borrower made to each of the DesignatedLenders, and (iii) certain promissory notes of one or more Qualified Borrowers made to each of theBanks, in each case in accordance with the terms of the Credit Agreement (collectively, the“Notes”);          WHEREAS, the Credit Agreement and the Notes and any other documents executed in connectiontherewith are hereinafter collectively referred to as the “Loan Documents”;          WHEREAS, capitalized terms used herein and not otherwise defined shall have the meaningsascribed thereto in the Credit Agreement;          WHEREAS, Guarantor is the sole general partner of Borrower;          WHEREAS, Borrower has executed the Qualified Borrower Guaranty as contemplated by theCredit Agreement;          WHEREAS, as a condition to the execution and delivery of the LoanDocuments, the Banks have required that Guarantor execute and deliver this Guaranty ofPayment; and
 

 
          NOW THEREFORE, in consideration of the premises and the benefits to be derived from the makingof the Loans by the Banks to Borrower and Qualified Borrowers, and in order to induce theAdministrative Agent, the Syndication Agent, the Documentation Agents, the Joint Lead Arrangers andJoint Bookmanagers, the Managing Agents and the Banks to enter into the Credit Agreement and theother Loan Documents, and for other good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged, Guarantor hereby agrees as follows:          1. Guarantor, on behalf of itself and its successors and assigns, hereby irrevocably,absolutely and unconditionally guarantees the full and punctual payment when due, whether at statedmaturity or otherwise, of all Obligations of Borrower now or hereafter existing under the Notes andthe Credit Agreement, including in the event that the Borrower exercises its rights under theCredit Agreement to increase the Facility Amount and including those Obligations of Borrower underthe Qualified Borrower Guaranty, for principal and/or interest as well as any and all other amountsdue thereunder, including, without limitation, all indemnity obligations of Borrower thereunder,and any and all reasonable costs and expenses (including, without limitation, reasonable attorneys’fees and disbursements) incurred by the Administrative Agent and/or the Banks in enforcing theirrights under this Guaranty (all of the foregoing obligations being the “Guaranteed Obligations”).          2. It is agreed that the Guaranteed Obligations of Guarantor hereunder are primary and thisGuaranty shall be enforceable against Guarantor and its successors and assigns without thenecessity for any suit or proceeding of any kind or nature whatsoever brought by the AdministrativeAgent or any of the Banks against Borrower or its respective successors or assigns or any otherparty or against any security for the payment and performance of the Guaranteed Obligations andwithout the necessity of any notice of non-payment or non-observance or of any notice of acceptanceof this Guaranty or of any notice or demand to which Guarantor might otherwise be entitled(including, without limitation, diligence, presentment, notice of maturity, extension of time,change in nature or form of the Guaranteed Obligations, acceptance of further security, release offurther security, imposition or agreement arrived at as to the amount of or the terms of theGuaranteed Obligations, notice of adverse change in Borrower’s financial condition and any otherfact which might materially increase the risk to Guarantor), all of which Guarantor herebyexpressly waives; and Guarantor hereby expressly agrees that the validity of this Guaranty and theobligations of Guarantor hereunder shall in no way be terminated, affected, diminished, modified orimpaired by reason of the assertion of or the failure to assert by the Administrative Agent or anyof the Banks against Borrower or its respective successors or assigns, any of the rights orremedies reserved to the Administrative Agent or any of the Banks pursuant to the provisions of theLoan Documents. Guarantor agrees that any notice or directive given at any time to theAdministrative Agent or any of the Banks which is inconsistent with the waiver in the immediatelypreceding sentence shall be void and may be ignored by the Administrative Agent and the Banks, and, in addition, may not be pleaded or introduced asevidence in any litigation relating to this Guaranty for the reason that such pleading orintroduction would be at variance with the written terms of this
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Guaranty, unless the Administrative Agent has specifically agreed otherwise in a writing, signed bya duly authorized officer. Guarantor specifically acknowledges and agrees that the foregoingwaivers are of the essence of this transaction and that, but for this Guaranty and such waivers,the Administrative Agent and the Banks would not make the requested Loan to the Borrower.          3. Guarantor waives, and covenants and agrees that it will not at any time insist upon, pleador in any manner whatsoever claim or take the benefit or advantage of, any and all appraisal,valuation, stay, extension, marshaling-of-assets or redemption laws, or right of homestead orexemption, whether now or at any time hereafter in force, which may delay, prevent or otherwiseaffect the performance by Guarantor of its obligations under, or the enforcement by theAdministrative Agent or any of the Banks of, this Guaranty. Guarantor further covenants and agreesnot to set up or claim any defense, counterclaim, offset, setoff or other objection of any kind toany action, suit or proceeding in law, equity or otherwise, or to any demand or claim that may beinstituted or made by the Administrative Agent or any of the Banks other than the defense of theactual timely payment and performance by Borrower of the Guaranteed Obligations hereunder;provided, however, that the foregoing shall not be deemed a waiver of Guarantor’s right to assertany compulsory counterclaim, if such counterclaim is compelled under local law or rule ofprocedure, nor shall the foregoing be deemed a waiver of Guarantor’s right to assert any claimwhich would constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoeveragainst Administrative Agent or any Bank in any separate action or proceeding. Guarantorrepresents, warrants and agrees that, as of the date hereof, its obligations under this Guarantyare not subject to any counterclaims, offsets or defenses against the Administrative Agent or anyBank of any kind.          4. The provisions of this Guaranty are for the benefit of the Administrative Agent and theBanks and their successors and permitted assigns, and nothing herein contained shall impair asbetween Borrower and the Administrative Agent and the Banks the obligations of Borrower under theLoan Documents.          5. This Guaranty shall be a continuing, unconditional and absolute guaranty and the liabilityof Guarantor hereunder shall in no way be terminated, affected, modified, impaired or diminished byreason of the happening, from time to time, of any of the following, all without notice or thefurther consent of Guarantor:     (a) any assignment, amendment, modification or waiver of or change in any of theterms, covenants, conditions or provisions of any of the Guaranteed Obligations or the LoanDocuments or the invalidity or unenforceability of any of the foregoing; or     (b) any extension of time that may be granted by the Administrative Agent to Borrower,any guarantor, or their respective successors or assigns, heirs, executors, administratorsor personal representatives; or     (c) any action which the Administrative Agent may take or fail to take under
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or inrespect of any of the Loan Documents or by reason of any waiver of, or failure toenforce any of the rights, remedies, powers or privileges available to theAdministrative Agent under this Guaranty or available to the Administrative Agentat law, equity or otherwise, or any action on the part of the Administrative Agentgranting indulgence or extension in any form whatsoever; or     (d) any sale, exchange, release, or other disposition of any property pledged,mortgaged or conveyed, or any property in which the Administrative Agent and/or the Bankshave been granted a lien or security interest to secure any indebtedness of Borrower to theAdministrative Agent and/or the Banks; or     (e) any release of any person or entity who may be liable in any manner for thepayment and collection of any amounts owed by Borrower to the Administrative Agent and/orthe Banks; or     (f) the application of any sums by whomsoever paid or however realized to any amountsowing by Borrower to the Administrative Agent and/or the Banks under the Loan Documents insuch manner as the Administrative Agent shall determine in its sole discretion; or     (g) Borrower’s or Guarantor’s voluntary or involuntary liquidation, dissolution, saleof all or substantially all of their respective assets and liabilities, appointment of atrustee, receiver, liquidator, sequestrator or conservator for all or any part ofBorrower’s or Guarantor’s assets, insolvency, bankruptcy, assignment for the benefit ofcreditors, reorganization, arrangement, composition or readjustment, or the commencement ofother similar proceedings affecting Borrower or Guarantor or any of the assets of any ofthem, including, without limitation, (i) the release or discharge of Borrower or anyguarantor from the payment and performance of their respective obligations under any of theLoan Documents by operation of law, or (ii) the impairment, limitation or modification ofthe liability of Borrower or any guarantor in bankruptcy, or of any remedy for theenforcement of the Guaranteed Obligations under any of the Loan Documents, or anyguarantor’s liability under this Guaranty, resulting from the operation of any present orfuture provisions of the Bankruptcy Code or other present or future federal, state orapplicable statute or law or from the decision in any court; or     (h) any improper disposition by Borrower of the proceeds of the Loans, it beingacknowledged by Guarantor that the Administrative Agent or any Bank shall be entitled tohonor any request made by Borrower for a disbursement of such proceeds and that neither theAdministrative Agent nor any Bank shallhave any obligation to see the proper disposition by Borrower of such proceeds.          6. Guarantor agrees that if at any time all or any part of any payment at any time received bythe Administrative Agent from Borrower or Guarantor under or with respect to
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this Guaranty is ormust be rescinded or returned by the Administrative Agent or any Bank for any reason whatsoever(including, without limitation, the insolvency, bankruptcy or reorganization of Borrower orGuarantor), then Guarantor’s obligations hereunder shall, to the extent of the payment rescinded orreturned, be deemed to have continued in existence notwithstanding such previous receipt by suchparty, and Guarantor’s obligations hereunder shall continue to be effective or reinstated, as thecase may be, as to such payment, as though such previous payment had never been made.          7. Until this Guaranty is terminated pursuant to the terms hereof, Guarantor (i) shall have noright of subrogation against Borrower or any entity comprising same by reason of any payments oracts of performance by Guarantor in compliance with the obligations of Guarantor hereunder, (ii)waives any right to enforce any remedy which Guarantor now or hereafter shall have against Borroweror any entity comprising same by reason of any one or more payment or acts of performance incompliance with the obligations of Guarantor hereunder and (iii) from and after an Event of Default(as defined in the Credit Agreement), subordinates any liability or indebtedness of Borrower or anyentity comprising same now or hereafter held by Guarantor or any affiliate of Guarantor to theobligations of Borrower under the Loan Documents. The foregoing, however, shall not be deemed inany way to limit any rights that Guarantor may have pursuant to the Agreement of LimitedPartnership of Borrower or which it may have at law or in equity with respect to any other partnersof Borrower.          8. Guarantor represents and warrants to the Administrative Agent and the Banks with theknowledge that the Administrative Agent and the Banks are relying upon the same, as follows:     (a) as of the date hereof, Guarantor is the sole general partner of Borrower;     (b) based upon such relationships, Guarantor has determined that it is in its bestinterests to enter into this Guaranty;     (c) this Guaranty is necessary and convenient to the conduct, promotion and attainmentof Guarantor’s business, and is in furtherance of Guarantor’s business purposes;     (d) the benefits to be derived by Guarantor from Borrower’s access to funds madepossible by the Loan Documents are at least equal to the obligations undertaken pursuant tothis Guaranty;     (e) Guarantor is solvent and has full power and legal right to enter into thisGuaranty and to perform its obligations under the term hereof and (i) Guarantor isorganized and validly existing under the laws of the State of Maryland, (ii) Guarantor hascomplied with all provisions of applicable law in connection with all aspects of thisGuaranty, and (iii) the person executing this Guaranty has all the requisite power and
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authority to execute and deliver this Guaranty;     (f) to the best of Guarantor’s knowledge, there is no action, suit, proceeding, orinvestigation pending or threatened against or affecting Guarantor at law, in equity, inadmiralty or before any arbitrator or any governmental department, commission, board,bureau, agency or instrumentality (domestic or foreign) which is likely to materially andadversely impair the ability of Guarantor to perform its obligations under this Guaranty;     (g) the execution and delivery of and the performance by Guarantor of its obligationsunder this Guaranty have been duly authorized by all necessary action on the part ofGuarantor and do not (i) violate any provision of any law, rule, regulation (including,without limitation, Regulation U or X of the Board of Governors of the Federal ReserveSystem of the United States), order, writ, judgment, decree, determination or awardpresently in effect having applicability to Guarantor or the organizational documents ofGuarantor the consequences of which violation is likely to materially and adversely impairthe ability of Guarantor to perform its obligations under this Guaranty or (ii) violate orconflict with, result in a breach of or constitute (with due notice or lapse of time orboth) a default under any indenture, agreement or other instrument to which Guarantor is aparty, or by which Guarantor or any of its property is bound, the consequences of whichviolation, conflict, breach or default is likely to materially and adversely impair theability of Guarantor to perform its obligations under this Guaranty;     (h) this Guaranty has been duly executed by Guarantor and constitutes the legal, validand binding obligation of Guarantor, enforceable against it in accordance with its termsexcept as enforceability may be limited by applicable insolvency, bankruptcy or other lawsaffecting creditors’ rights generally or general principles of equity, whether suchenforceability is considered in a proceeding in equity or at law;     (i) no authorization, consent, approval, license or formal exemption from, nor anyfiling, declaration or registration with, any Federal, state, local or foreign court,governmental agency or regulatory authority is required in connection with the making andperformance by Guarantor of this Guaranty, except those which have already been obtained;and     (j) Guarantor is not an “investment company” as that term is defined in, nor is itotherwise subject to regulation under, the Investment Company Act of 1940, as amended.          9. Guarantor and Administrative Agent each acknowledge and agree that this Guaranty is aguarantee of payment and performance and not of collection and enforcement in respect of anyobligations which may accrue to the Administrative Agent and/or the Banks from Borrower under theprovisions of any Loan Document.
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          10. Subject to the terms and conditions of the Credit Agreement, and in conjunction therewith,the Administrative Agent or any Bank may assign any or all of its rights under this Guaranty. Inthe event of any such assignment, the Administrative Agent shall give Guarantor prompt notice ofsame. If the Administrative Agent elects to sell all the Loans or participations in the Loans andthe Loan Documents, including this Guaranty, the Administrative Agent or any Bank may forward toeach purchaser and prospective purchaser all documents and information relating to this Guaranty orto Guarantor, whether furnished by Borrower or Guarantor or otherwise, subject to the terms andconditions of the Credit Agreement.          11. Guarantor agrees, upon the written request of the Administrative Agent, to execute anddeliver to the Administrative Agent, from time to time, any modification or amendment hereto or anyadditional instruments or documents reasonably considered necessary by the Administrative Agent orits counsel to cause this Guaranty to be, become or remain valid and effective in accordance withits terms, provided, that, any such modification, amendment, additional instrument or documentshall not increase Guarantor’s obligations or diminish its rights hereunder and shall be reasonablysatisfactory as to form to Guarantor and to Guarantor’s counsel.          12. The representations and warranties of Guarantor set forth in this Guaranty shall surviveuntil this Guaranty shall terminate in accordance with the terms hereof.          13. This Guaranty contains the entire agreement among the parties with respect to the subjectmatter hereof and supersede all prior agreements relating to such subject matter and may not bemodified, amended, supplemented or discharged except by a written agreement signed by Guarantor andthe Administrative Agent.          14. If all or any portion of any provision contained in this Guaranty shall be determined tobe invalid, illegal or unenforceable in any respect for any reason, such provision or portionthereof shall be deemed stricken and severed from this Guaranty and the remaining provisions andportions thereof shall continue in full force and effect.          15. This Guaranty may be executed in counterparts which together shall constitute the sameinstrument.          16. All notices, requests and other communications to any party hereunder shall be in writing(including bank wire, telex, facsimile transmission followed by telephonic confirmation or similarwriting) and shall be addressed to such party at the address set forth below
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or to such other address as may be identified by any party in a written notice to the others:   If to Guarantor AMB Property Corporation  Pier 1, Bay 1  San Francisco, California 94111  Attn: Chief Financial Officer  Telecopy Number: (415) 394-4001   With Copies of  Notices to Guarantor to: AMB Property Corporation  Pier 1, Bay 1  San Francisco, California 94111  Attn: General Counsel  Telecopy Number: (415) 394-4001   and to: DLA Piper Rudnick Gray Cary US LLP  203 North LaSalle Street, Suite 1900  Chicago, Illinois 60601  Attention: James M. Phipps, Esq.  Telecopy Number: (312) 251-5735   If to the  Administrative Agent: JPMorgan Chase Bank, N.A.  707 Travis Street, 6th Floor North  Houston, Texas 77002  Attn: Susan M. Tate  Telecopy: (713) 216-2391   and to: JPMorgan Chase Bank, N.A.  1111 Fannin Street, 10th Floor  Houston, Texas 77002  Attn: Loan and Agency Services  Telecopy: (713) 750-2228   and to: J.P. Morgan Europe Limited  125 London Wall, Floor 9  London EC2Y 5AJ, UK  Attention: Stephen Gillies  Telecopy Number: 0044 207 777 2360
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   With Copies of  Notices to  Administrative Agent: Skadden, Arps, Slate, Meagher & Flom LLP  4 Times Square  New York, New York 10036  Attn: Martha Feltenstein, Esq.  Telecopy Number: (917) 777-2272          Each such notice, request or other communication shall be effective (i) if given by telex orfacsimile transmission, when such telex or facsimile is transmitted to the telex number orfacsimile number specified in this Section and the appropriate answerback or facsimile confirmationis received, (ii) if given by certified registered mail, return receipt requested, with first classpostage prepaid, addressed as aforesaid, upon receipt or refusal to accept delivery, (iii) if givenby a nationally recognized overnight carrier, 24 hours after such communication is deposited withsuch carrier with postage prepaid for next day delivery, or (iv) if given by any other means, whendelivered at the address specified in this Section.          17. Any acknowledgment or new promise, whether by payment of principal or interest orotherwise by Borrower or Guarantor, with respect to the Guaranteed Obligations shall, if thestatute of limitations in favor of Guarantor against the Administrative Agent shall have commencedto run, toll the running of such statute of limitations, and if the period of such statute oflimitations shall have expired, prevent the operation of such statute of limitations.          18. This Guaranty shall be binding upon Guarantor and its successors and assigns and shallinure to the benefit of the Administrative Agent and the Banks and their successors and permittedassigns.          19. The failure of the Administrative Agent to enforce any right or remedy hereunder, orpromptly to enforce any such right or remedy, shall not constitute a waiver thereof, nor give riseto any estoppel against the Administrative Agent, nor excuse Guarantor from its obligationshereunder. Any waiver of any such right or remedy to be enforceable against the AdministrativeAgent must be expressly set forth in a writing signed by the Administrative Agent.          20. (a) THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BECONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.               (b) Any legal action or proceeding with respect to this Guaranty and any action forenforcement of any judgment in respect thereof may be brought in the courts of the State of NewYork or of the United States of America for the Southern District of New York, and, by executionand delivery of this Guaranty, the Guarantor hereby accepts for itself and in respect of itsproperty, generally and unconditionally, the non-exclusive jurisdiction of the
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aforesaid courts and appellate courtsfrom any thereof. The Guarantor irrevocably consents to the service of process out of any of theaforementioned courts in any such action or proceeding by the mailing of copies thereof byregistered or certified mail, postage prepaid, to the Guarantor at its address for notices setforth herein. The Guarantor hereby irrevocably waives any objection which it may now or hereafterhave to the laying of venue of any of the aforesaid actions or proceedings arising out of or inconnection with this Guaranty brought in the courts referred to above and hereby furtherirrevocably waives and agrees not to plead or claim in any such court that any such action orproceeding brought in any such court has been brought in an inconvenient forum. Nothing hereinshall affect the right of the Administrative Agent to serve process in any other manner permittedby law or to commence legal proceedings or otherwise proceed against the Guarantor in any otherjurisdiction.               (c) GUARANTOR HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY AND ALL CLAIMS OR CAUSES OFACTION BASED UPON OR ARISING OUT OF THIS GUARANTY. IT IS HEREBY ACKNOWLEDGED BYGUARANTOR THAT THE WAIVER OF A JURY TRIAL IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT TOACCEPT THIS GUARANTY AND THAT THE LOANS MADE BY THE BANKS ARE MADE IN RELIANCE UPON SUCH WAIVER.GUARANTOR FURTHER WARRANTS AND REPRESENTS THAT SUCH WAIVER HAS BEEN KNOWINGLY AND VOLUNTARILY MADE,FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THIS GUARANTY MAY BE FILEDBY THE ADMINISTRATIVE AGENT IN COURT AS A WRITTEN CONSENT TO A NON-JURY TRIAL.               (d) Guarantor does hereby further covenant and agree to and with the Administrative Agent thatGuarantor may be joined in any action against Borrower in connection with the Loan Documents andthat recovery may be had against Guarantor in such action or in any independent action againstGuarantor (with respect to the Guaranteed Obligations), without the Administrative Agent firstpursuing or exhausting any remedy or claim against Borrower or its successors or assigns. Guarantoralso agrees that, in an action brought with respect to the Guaranteed Obligations in anyjurisdiction, it shall be conclusively bound by the judgment in any such action by theAdministrative Agent (wherever brought) against Borrower or its successors or assigns, as ifGuarantor were a party to such action, even though Guarantor was not joined as a party in suchaction.               (e) Guarantor agrees to pay all reasonable expenses (including, without limitation, attorneys’fees and disbursements) which may be incurred by the Administrative Agent or the Banks inconnection with the enforcement of their rights under this Guaranty, whether or not suit isinitiated.          21. Notwithstanding anything to the contrary contained herein, thisGuaranty shall terminate and be of no further force or effect upon the full performance andpayment of the Guaranteed Obligations hereunder. Upon termination of this Guaranty in accordancewith the
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terms of this Guaranty, the Administrative Agent promptly shall deliver to Guarantor such documentsas Guarantor or Guarantor’s counsel reasonably may request in order to evidence such termination.          22. All of the Administrative Agent’s rights and remedies under each of the Loan Documents orunder this Guaranty are intended to be distinct, separate and cumulative and no such right orremedy therein or herein mentioned is intended to be in exclusion of or a waiver of any other rightor remedy available to the Administrative Agent.          23. The Guarantor shall not use any assets of an “employee benefit plan” within the meaning ofSection 3(3) of ERISA or a “plan” within the meaning of Section 4975(e)(1) of the Internal RevenueCode (the “Code”) to repay or secure the Loan, the Note, the Obligations or this Guaranty. TheGuarantor shall not assign, sell, pledge, encumber, transfer, hypothecate or otherwise dispose ofany of its rights or interests (direct or indirect) in Borrower, or attempt to do any of theforegoing or suffer any of the foregoing, or permit any party with a direct or indirect interest orright in Borrower to do any of the foregoing, if such action would cause the Note, the Loan, theObligations, this Guaranty, or any of the Loan Documents or the exercise of any of theAdministrative Agent’s or Bank’s rights in connection therewith, to constitute a prohibitedtransaction under ERISA or the Code (unless the Guarantor furnishes to the Administrative Agent alegal opinion satisfactory to the Administrative Agent that the transaction is exempt from theprohibited transaction provisions of ERISA and the Code (and for this purpose, the AdministrativeAgent and the Banks, by accepting the benefits of this Guaranty, hereby agree to supply Guarantorall relevant non-confidential, factual information reasonably necessary to such legal opinion andreasonably requested by Guarantor) or would otherwise result in the Administrative Agent or any ofthe Banks being deemed in violation of Sections 404 or 406 of ERISA or Section 4975 of the Code orwould otherwise result in the Administrative Agent or any of the Banks being a fiduciary or partyin interest under ERISA or a “disqualified person” as defined in Section 4975(e)(2) of the Codewith respect to an “employee benefit plan” within the meaning of Section 3(3) of ERISA or a “plan”within the meaning of Section 4975(e)(1) of the Code. The Guarantor shall indemnify and hold eachof the Administrative Agent and the Banks free and harmless from and against all loss, costs(including attorneys’ fees and expenses), expenses, taxes and damages (including consequentialdamages) that each of the Administrative Agent and the Banks may suffer by reason of theinvestigation, defense and settlement of claims and in obtaining any prohibited transactionexemption under ERISA necessary in Administrative Agent’s reasonable judgment as a result ofGuarantor’s action or inaction or by reason of a breach of the foregoing provisions by Guarantor.[SIGNATURE PAGE FOLLOWS]
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          IN WITNESS WHEREOF, the parties hereto have executed and delivered this Guaranty as of thedate and year first above written.      GUARANTOR: