exv10w2






Exhibit 10.2




GUARANTY OF PAYMENT




          GUARANTY OF PAYMENT (this “Guaranty”), made as of November 29, 2010, by AMB PROPERTY
CORPORATION, a Maryland corporation, having an address at Pier 1, Bay 1, San Francisco, California
94111 (“Guarantor”), for the benefit of HSBC BANK USA, NATIONAL ASSOCIATION, as
Administrative Agent (the “Administrative Agent”) for the banks (the “Banks”) that
are from time to time parties to that certain Credit Agreement (the “Credit Agreement”),
dated as of the date hereof, among AMB Property, L.P. (the “Borrower”), the banks listed on
the signature pages thereof, the Administrative Agent, CREDIT AGRICOLE CORPORATE AND INVESTMENT
BANK, as Syndication Agent, and HSBC SECURITIES, INC. and CREDIT AGRICOLE CORPORATE AND INVESTMENT
BANK, as Joint Lead Arrangers and Joint Bookrunners, and MORGAN STANLEY SENIOR FUNDING, INC. as
Documentation Agent.




W I T N E S S E T H:




          WHEREAS, the Banks have agreed to make loans to Borrower in the aggregate principal amount not
to exceed €153,711,023.28 or, in the event that Borrower exercises its rights pursuant to Section
9.19 of the Credit Agreement, €256,185,038.79 (hereinafter collectively referred to as the
“Loans”);




          WHEREAS, the Loans are and will be evidenced by (i) certain promissory notes of Borrower made
to each of the Banks, (ii) certain promissory notes of Borrower made to each of the Designated
Lenders, and (iii) certain promissory notes of one or more Qualified Borrowers made to each of the
Banks, 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 connection
therewith are hereinafter collectively referred to as the “Loan Documents”;




          WHEREAS, capitalized terms used herein and not otherwise defined shall have the meanings
ascribed 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 the Credit
Agreement;




          WHEREAS, as a condition to the execution and delivery of the Loan Documents, the Banks have
required that Guarantor execute and deliver this Guaranty of Payment; and




          NOW THEREFORE, in consideration of the premises and the benefits to be derived from the making
of the Loans by the Banks to Borrower and Qualified Borrowers, and in order to induce the
Administrative Agent, the Syndication Agent, the Documentation Agents, the Joint Lead Arrangers and
Joint Bookmanagers, the Managing Agents and the Banks to enter into the Credit Agreement and the
other Loan Documents, and for other good and valuable






 









 







consideration, the receipt and sufficiency of which 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 stated
maturity or otherwise, of all Obligations of Borrower now or hereafter existing under the Notes and
the Credit Agreement, including in the event that the Borrower exercises its rights under the
Credit Agreement to increase the Facility Amount and including those Obligations of Borrower under
the Qualified Borrower Guaranty, for principal and/or interest as well as any and all other amounts
due 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 their
rights 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 this
Guaranty shall be enforceable against Guarantor and its successors and assigns without the
necessity for any suit or proceeding of any kind or nature whatsoever brought by the Administrative
Agent or any of the Banks against Borrower or its respective successors or assigns or any other
party or against any security for the payment and performance of the Guaranteed Obligations and
without the necessity of any notice of non-payment or non-observance or of any notice of acceptance
of 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 of
further security, imposition or agreement arrived at as to the amount of or the terms of the
Guaranteed Obligations, notice of adverse change in Borrower’s financial condition and any other
fact which might materially increase the risk to Guarantor), all of which Guarantor hereby
expressly waives; and Guarantor hereby expressly agrees that the validity of this Guaranty and the
obligations of Guarantor hereunder shall in no way be terminated, affected, diminished, modified or
impaired by reason of the assertion of or the failure to assert by the Administrative Agent or any
of the Banks against Borrower or its respective successors or assigns, any of the rights or
remedies reserved to the Administrative Agent or any of the Banks pursuant to the provisions of the
Loan Documents. Guarantor agrees that any notice or directive given at any time to the
Administrative Agent or any of the Banks which is inconsistent with the waiver in the immediately
preceding sentence shall be void and may be ignored by the Administrative Agent and the Banks, and,
in addition, may not be pleaded or introduced as evidence in any litigation relating to this
Guaranty for the reason that such pleading or introduction would be at variance with the written
terms of this Guaranty, unless the Administrative Agent has specifically agreed otherwise in a
writing, signed by a duly authorized officer. Guarantor specifically acknowledges and agrees that
the foregoing waivers 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, plead
or 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 or
exemption, whether now or at any time hereafter in force, which may delay,






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prevent or otherwise affect the performance by Guarantor of its obligations under, or the
enforcement by the Administrative Agent or any of the Banks of, this Guaranty. Guarantor further
covenants and agrees not to set up or claim any defense, counterclaim, offset, setoff or other
objection of any kind to any action, suit or proceeding in law, equity or otherwise, or to any
demand or claim that may be instituted or made by the Administrative Agent or any of the Banks
other than the defense of the actual 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 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 Guarantor’s right to
assert any claim which would constitute a defense, setoff, counterclaim or crossclaim of any nature
whatsoever against Administrative Agent or any Bank in any separate action or proceeding.
Guarantor represents, warrants and agrees that, as of the date hereof, its obligations under this
Guaranty are not subject to any counterclaims, offsets or defenses against the Administrative Agent
or any Bank of any kind.




          4. The provisions of this Guaranty are for the benefit of the Administrative Agent and the
Banks and their successors and permitted assigns, and nothing herein contained shall impair as
between Borrower and the Administrative Agent and the Banks the obligations of Borrower under the
Loan Documents.




          5. This Guaranty shall be a continuing, unconditional and absolute guaranty and the liability
of Guarantor hereunder shall in no way be terminated, affected, modified, impaired or diminished by
reason of the happening, from time to time, of any of the following, all without notice or the
further consent of Guarantor:





     (a) any assignment, amendment, modification or waiver of or change in any of the terms,
covenants, conditions or provisions of any of the Guaranteed Obligations or the Loan
Documents 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, administrators
or personal representatives; or




     (c) any action which the Administrative Agent may take or fail to take under or in
respect of any of the Loan Documents or by reason of any waiver of, or failure to enforce
any of the rights, remedies, powers or privileges available to the Administrative Agent
under this Guaranty or available to the Administrative Agent at law, equity or otherwise, or
any action on the part of the Administrative Agent granting 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 Banks
have been granted a lien or security interest to secure any indebtedness of Borrower to the
Administrative Agent and/or the Banks; or



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     (e) any release of any person or entity who may be liable in any manner for the payment
and collection of any amounts owed by Borrower to the Administrative Agent and/or the Banks;
or




     (f) the application of any sums by whomsoever paid or however realized to any amounts
owing by Borrower to the Administrative Agent and/or the Banks under the Loan Documents in
such manner as the Administrative Agent shall determine in its sole discretion; or




     (g) Borrower’s or Guarantor’s voluntary or involuntary liquidation, dissolution, sale
of all or substantially all of their respective assets and liabilities, appointment of a
trustee, receiver, liquidator, sequestrator or conservator for all or any part of Borrower’s
or Guarantor’s assets, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment, or the commencement of other
similar proceedings affecting Borrower or Guarantor or any of the assets of any of them,
including, without limitation, (i) the release or discharge of Borrower or any guarantor
from the payment and performance of their respective obligations under any of the Loan
Documents by operation of law, or (ii) the impairment, limitation or modification of the
liability of Borrower or any guarantor in bankruptcy, or of any remedy for the enforcement
of the Guaranteed Obligations under any of the Loan Documents, or any guarantor’s liability
under this Guaranty, resulting from the operation of any present or future provisions of the
Bankruptcy Code or other present or future federal, state or applicable statute or law or
from the decision in any court; or




     (h) any improper disposition by Borrower of the proceeds of the Loans, it being
acknowledged by Guarantor that the Administrative Agent or any Bank shall be entitled to
honor any request made by Borrower for a disbursement of such proceeds and that neither the
Administrative Agent nor any Bank shall have 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 by
the Administrative Agent from Borrower or Guarantor under or with respect to this Guaranty is or
must 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 or
Guarantor), then Guarantor’s obligations hereunder shall, to the extent of the payment rescinded or
returned, be deemed to have continued in existence notwithstanding such previous receipt by such
party, and Guarantor’s obligations hereunder shall continue to be effective or reinstated, as the
case 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 no
right of subrogation against Borrower or any entity comprising same by reason of any payments or
acts 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 Borrower
or any entity comprising same by reason of any one or more payment or acts of performance in
compliance with the obligations of Guarantor hereunder and (iii) from and after an Event of Default
(as defined in the Credit Agreement), subordinates






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any liability or indebtedness of Borrower or any entity comprising same now or hereafter held
by Guarantor or any affiliate of Guarantor to the obligations of Borrower under the Loan Documents.
The foregoing, however, shall not be deemed in any way to limit any rights that Guarantor may have
pursuant to the Agreement of Limited Partnership of Borrower or which it may have at law or in
equity with respect to any other partners of Borrower.




          8. Guarantor represents and warrants to the Administrative Agent and the Banks with the
knowledge 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 best
interests to enter into this Guaranty;




     (c) this Guaranty is necessary and convenient to the conduct, promotion and attainment
of 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 made
possible by the Loan Documents are at least equal to the obligations undertaken pursuant to
this Guaranty;




     (e) Guarantor is solvent and has full power and legal right to enter into this Guaranty
and to perform its obligations under the term hereof and (i) Guarantor is organized and
validly existing under the laws of the State of Maryland, (ii) Guarantor has complied with
all provisions of applicable law in connection with all aspects of this Guaranty, and (iii)
the person executing this Guaranty has all the requisite power and authority to execute and
deliver this Guaranty;




     (f) to the best of Guarantor’s knowledge, there is no action, suit, proceeding, or
investigation pending or threatened against or affecting Guarantor at law, in equity, in
admiralty or before any arbitrator or any governmental department, commission, board,
bureau, agency or instrumentality (domestic or foreign) which is likely to materially and
adversely 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 obligations
under this Guaranty have been duly authorized by all necessary action on the part of
Guarantor 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 Reserve
System of the United States), order, writ, judgment, decree, determination or award
presently in effect having applicability to Guarantor or the organizational documents of
Guarantor the consequences of which violation is likely to materially and adversely impair
the ability of Guarantor to perform its obligations under this Guaranty or (ii) violate or
conflict with, result in a breach of or constitute (with due notice or lapse of time or
both) a default under any indenture, agreement or other instrument to which Guarantor is a
party, or by which Guarantor or any of its property is bound, the consequences of which
violation, conflict, breach or default is likely to



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materially and adversely impair the ability of Guarantor to perform its obligations
under this Guaranty;




     (h) this Guaranty has been duly executed by Guarantor and constitutes the legal, valid
and binding obligation of Guarantor, enforceable against it in accordance with its terms
except as enforceability may be limited by applicable insolvency, bankruptcy or other laws
affecting creditors’ rights generally or general principles of equity, whether such
enforceability is considered in a proceeding in equity or at law;




     (i) no authorization, consent, approval, license or formal exemption from, nor any
filing, declaration or registration with, any Federal, state, local or foreign court,
governmental agency or regulatory authority is required in connection with the making and
performance 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 it
otherwise 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 a
guarantee of payment and performance and not of collection and enforcement in respect of any
obligations which may accrue to the Administrative Agent and/or the Banks from Borrower under the
provisions of any Loan Document.




          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. In
the event of any such assignment, the Administrative Agent shall give Guarantor prompt notice of
same. If the Administrative Agent elects to sell all the Loans or participations in the Loans and
the Loan Documents, including this Guaranty, the Administrative Agent or any Bank may forward to
each purchaser and prospective purchaser all documents and information relating to this Guaranty or
to Guarantor, whether furnished by Borrower or Guarantor or otherwise, subject to the terms and
conditions of the Credit Agreement.




          11. Guarantor agrees, upon the written request of the Administrative Agent, to execute and
deliver to the Administrative Agent, from time to time, any modification or amendment hereto or any
additional instruments or documents reasonably considered necessary by the Administrative Agent or
its counsel to cause this Guaranty to be, become or remain valid and effective in accordance with
its terms, provided, that, any such modification, amendment, additional instrument or document
shall not increase Guarantor’s obligations or diminish its rights hereunder and shall be reasonably
satisfactory as to form to Guarantor and to Guarantor’s counsel.




          12. The representations and warranties of Guarantor set forth in this Guaranty shall survive
until this Guaranty shall terminate in accordance with the terms hereof.




          13. This Guaranty contains the entire agreement among the parties with respect to the subject
matter hereof and supersede all prior agreements relating to such subject






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matter and may not be modified, amended, supplemented or discharged except by a written
agreement signed by Guarantor and the Administrative Agent.




          14. If all or any portion of any provision contained in this Guaranty shall be determined to
be invalid, illegal or unenforceable in any respect for any reason, such provision or portion
thereof shall be deemed stricken and severed from this Guaranty and the remaining provisions and
portions thereof shall continue in full force and effect.




          15. This Guaranty may be executed in counterparts which together shall constitute the same
instrument.




          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 similar
writing) and shall be addressed to such party at the address set forth below 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 LLP (US)
	 

	 	203 North LaSalle Street, Suite 1900
	 

	 	Chicago, Illinois 60601
	 

	 	Attention: James M. Phipps, Esq.
	 

	 	Telecopy Number: (312) 251-5735
	 
	 	 
	If to the
	 	 
	Administrative Agent:

	 	HSBC Bank USA, National Association
	 

	 	Agency Services Office
	 

	 	One HSBC Center, 26th Floor
	 

	 	Buffalo, New York 14202
	 

	 	Attn: Adrienne Smith
	 

	 	Telecopy Number: 917-229-0977
	 
	 	 
	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







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          Each such notice, request or other communication shall be effective (i) if given by telex or
facsimile transmission, when such telex or facsimile is transmitted to the telex number or
facsimile number specified in this Section and the appropriate answerback or facsimile confirmation
is received, (ii) if given by certified registered mail, return receipt requested, with first class
postage prepaid, addressed as aforesaid, upon receipt or refusal to accept delivery, (iii) if given
by a nationally recognized overnight carrier, 24 hours after such communication is deposited with
such carrier with postage prepaid for next day delivery, or (iv) if given by any other means, when
delivered at the address specified in this Section.




          17. Any acknowledgment or new promise, whether by payment of principal or interest or
otherwise by Borrower or Guarantor, with respect to the Guaranteed Obligations shall, if the
statute of limitations in favor of Guarantor against the Administrative Agent shall have commenced
to run, toll the running of such statute of limitations, and if the period of such statute of
limitations 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 shall
inure to the benefit of the Administrative Agent and the Banks and their successors and permitted
assigns.




          19. The failure of the Administrative Agent to enforce any right or remedy hereunder, or
promptly to enforce any such right or remedy, shall not constitute a waiver thereof, nor give rise
to any estoppel against the Administrative Agent, nor excuse Guarantor from its obligations
hereunder. Any waiver of any such right or remedy to be enforceable against the Administrative
Agent 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 BE
CONSTRUED 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 for
enforcement of any judgment in respect thereof may be brought in the courts of the State of
New York or of the United States of America for the Southern District of New York, and, by
execution and delivery of this Guaranty, the Guarantor hereby accepts for itself and in
respect of its property, generally and unconditionally, the non-exclusive jurisdiction of
the aforesaid courts and appellate courts from any thereof. The Guarantor irrevocably
consents to the service of process out of any of the aforementioned courts in any such
action or proceeding by the mailing of copies thereof by registered or certified mail,
postage prepaid, to the Guarantor at its address for notices set forth herein. The
Guarantor hereby irrevocably waives any objection which it may now or hereafter have to the
laying of venue of any of the aforesaid actions or proceedings arising out of or in
connection with this Guaranty brought in the courts referred to above and hereby further



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irrevocably waives and agrees not to plead or claim in any such court that any such
action or proceeding brought in any such court has been brought in an inconvenient forum.
Nothing herein shall affect the right of the Administrative Agent to serve process in any
other manner permitted by law or to commence legal proceedings or otherwise proceed against
the Guarantor in any other jurisdiction.




     (c) GUARANTOR HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY AND ALL CLAIMS OR CAUSES
OF ACTION BASED UPON OR ARISING OUT OF THIS GUARANTY. IT IS HEREBY ACKNOWLEDGED BY
GUARANTOR THAT THE WAIVER OF A JURY TRIAL IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE
AGENT TO ACCEPT 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 FILED BY 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 that Guarantor may be joined in any action against Borrower in connection with the
Loan Documents and that recovery may be had against Guarantor in such action or in any
independent action against Guarantor (with respect to the Guaranteed Obligations), without
the Administrative Agent first pursuing or exhausting any remedy or claim against Borrower
or its successors or assigns. Guarantor also agrees that, in an action brought with respect
to the Guaranteed Obligations in any jurisdiction, it shall be conclusively bound by the
judgment in any such action by the Administrative Agent (wherever brought) against Borrower
or its successors or assigns, as if Guarantor were a party to such action, even though
Guarantor was not joined as a party in such action.




     (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 in connection with the enforcement of their rights under this Guaranty, whether or not
suit is initiated.



          21. Notwithstanding anything to the contrary contained herein, this Guaranty shall terminate
and be of no further force or effect upon the full performance and payment of the Guaranteed
Obligations hereunder. Upon termination of this Guaranty in accordance with the terms of this
Guaranty, the Administrative Agent promptly shall deliver to Guarantor such documents as 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 or
under this Guaranty are intended to be distinct, separate and cumulative and no such right or
remedy therein or herein mentioned is intended to be in exclusion of or a waiver of any other right
or remedy available to the Administrative Agent.








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          23. The Guarantor shall not use any assets of 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 Internal Revenue
Code (the “Code”) to repay or secure the Loan, the Note, the Obligations or this Guaranty.
The Guarantor shall not assign, sell, pledge, encumber, transfer, hypothecate or otherwise dispose
of any of its rights or interests (direct or indirect) in Borrower, or attempt to do any of the
foregoing or suffer any of the foregoing, or permit any party with a direct or indirect interest or
right in Borrower to do any of the foregoing, if such action would cause the Note, the Loan, the
Obligations, this Guaranty, or any of the Loan Documents or the exercise of any of the
Administrative Agent’s or Bank’s rights in connection therewith, to constitute a prohibited
transaction under ERISA or the Code (unless the Guarantor furnishes to the Administrative Agent a
legal opinion satisfactory to the Administrative Agent that the transaction is exempt from the
prohibited transaction provisions of ERISA and the Code (and for this purpose, the Administrative
Agent and the Banks, by accepting the benefits of this Guaranty, hereby agree to supply Guarantor
all relevant non-confidential, factual information reasonably necessary to such legal opinion and
reasonably requested by Guarantor) or would otherwise result in the Administrative Agent or any of
the Banks being deemed in violation of Sections 404 or 406 of ERISA or Section 4975 of the Code or
would otherwise result in the Administrative Agent or any of the Banks being a fiduciary or party
in interest under ERISA or a “disqualified person” as defined in Section 4975(e)(2) of the Code
with 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 each
of 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 consequential
damages) that each of the Administrative Agent and the Banks may suffer by reason of the
investigation, defense and settlement of claims and in obtaining any prohibited transaction
exemption under ERISA necessary in Administrative Agent’s reasonable judgment as a result of
Guarantor’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 the
date and year first above written.




	 	 	 	 	 
	 	GUARANTOR:

AMB PROPERTY CORPORATION

 	 
	 	By:  	/s/ Thomas S. Olinger	 
	 	 	Name:  	Thomas S. Olinger	 
	 	 	Title:  	Chief Financial Officer	 
	 



ACCEPTED:




HSBC BANK USA, NATIONAL ASSOCIATION,

as Administrative Agent




	 	 	 	 	 
	By:  	/s/ Jason Huck	 
	 	Name:  	Jason Huck	 
	 	Title:  	Vice President