**Exhibit10.10**GUARANTY OF PAYMENT          GUARANTYOF PAYMENT (this “Guaranty”), made as of June 23, 2006, jointly and severallyby AMB PROPERTY, L.P. (“AMB LP”), a Delaware limited partnership, having an address at Pier1, Bay 1, San Francisco, California 94111, and AMB PROPERTY CORPORATION (“AMBCorporation”), a Maryland corporation, having an address at Pier 1, Bay 1, San Francisco,California 94111 (collectively, the “Guarantors”), for the benefit of SUMITOMO MITSUIBANKING CORPORATION, as Administrative Agent and Sole Lead Arranger and Bookmanager (the“Administrative Agent”), for the banks (the “Banks”) that are from time to timeparties to that certain Amended and Restated Revolving Credit Agreement (the “CreditAgreement”), dated as of the date hereof, among AMB Japan Finance Y.K. (the “InitialBorrower”), the Initial Qualified Borrowers (as defined in the Credit Agreement), theGuarantors, the Banks and the Administrative Agent.WITNESSETH:          WHEREAS, the Banks have agreed to make loans to Initial Borrower and the Initial QualifiedBorrowers and to one or more Qualified Borrowers for so long as such entities remain QualifiedBorrowers under the Credit Agreement (Initial Borrower, Initial Qualified Borrowers and suchQualified Borrowers are hereinafter referred to collectively as the “Borrowers”) in theaggregate principal amount not to exceed Forty-Five Billion Yen (JPY45,000,000,000), which amountmay be increased to an aggregate principal amount not to exceed Fifty-Five Billion Yen(JPY55,000,000,000) (hereinafter collectively referred to as the “Loans”);          WHEREAS, the Loans are and will be evidenced by (i) certain promissory notes of InitialBorrower, and each Qualified Borrower that is not a TMK, made to Administrative Agent or to each ofthe Banks in accordance with Section 2.6 of the Credit Agreement and (ii) certain qualifiedborrower undertakings of each Qualified Borrower that is a TMK made to Administrative Agent or toeach of the Banks in accordance with Section 2.6 of the Credit Agreement (collectively, the“Notes”):          WHEREAS, the Credit Agreement, the Security Documents, the Notes and any other documentsexecuted in connection therewith are hereinafter collectively referred to as the “LoanDocuments”;          WHEREAS, capitalized terms used herein and not otherwise defined shall have the meaningsascribed thereto in the Credit Agreement;          WHEREAS, each of AMB LP and AMB Corporation is the direct or indirect owner of equityinterests of the Initial Borrower and each Qualified Borrower;          WHEREAS, as a condition to the execution and delivery of the Loan Documents, the Banks haverequired that the Guarantors execute and deliver this Guaranty; and
 

 
          NOW THEREFORE, in consideration of the premises and the benefits to be derived from the makingof the Loans by the Banks to the Borrowers, and in order to induce the Administrative Agent and theSyndication Agent 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 herebyacknowledged, the Guarantors hereby agree as follows:          1. Each 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 the Borrowers now or hereafter existing under theNotes and the Credit Agreement, and any and all reasonable costs and expenses (including, withoutlimitation, reasonable attorneys’ fees and disbursements) incurred by the Administrative Agentand/or the Banks in enforcing their rights under this Guaranty (all of the foregoing obligationsbeing the “Guaranteed Obligations”).          2. It is agreed that the Guaranteed Obligations of each Guarantor hereunder are primary, andthis Guaranty shall be enforceable, jointly and severally, against each Guarantor and itsrespective successors and assigns without the necessity for any suit or proceeding of any kind ornature whatsoever brought by the Administrative Agent or any of the Banks against one or more ofthe Borrowers or their respective successors or assigns or any other party or against any securityfor the payment and performance of the Guaranteed Obligations and without the necessity of anynotice of non-payment or non-observance or of any notice of acceptance of this Guaranty or of anynotice or demand to which the Guarantors might otherwise be entitled (including, withoutlimitation, diligence, presentment, notice of maturity, extension of time, change in nature or formof 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 any Borrower’s financial condition and any other fact which mightmaterially increase the risk to each Guarantor), all of which each Guarantor hereby expresslywaives; and each Guarantor hereby expressly agrees that the validity of this Guaranty and theobligations of each 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 AdministrativeAgent or any of the Banks against one or more of the Borrowers or their respective successors orassigns, any of the rights or remedies reserved to the Administrative Agent or any of the Bankspursuant to the provisions of the Loan Documents. Each Guarantor agrees that any notice ordirective given at any time to the Administrative Agent or any of the Banks which is inconsistentwith the waiver in the immediately preceding sentence shall be void and may be ignored by theAdministrative Agent and the Banks, and, in addition, may not be pleaded or introduced as evidencein any litigation relating to this Guaranty for the reason that such pleading or introduction wouldbe at variance with the written terms of this Guaranty, unless the Administrative Agent hasspecifically agreed otherwise in a writing, signed by a duly authorized officer. Each Guarantorspecifically acknowledges and agrees that the foregoing waivers are of the essence of thistransaction and that, but for this Guaranty and such waivers, the Administrative Agent and theBanks would not make the requested Loan to the Borrowers.
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          3. Each 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 orexemption, whether now or at any time hereafter in force, which may delay, prevent or otherwiseaffect the performance by each Guarantor of its obligations under, or the enforcement by theAdministrative Agent or any of the Banks of, this Guaranty. Each Guarantor further covenants andagrees not to set up or claim any defense, counterclaim, offset, setoff or other objection of anykind to any action, suit or proceeding in law, equity or otherwise, or to any demand or claim thatmay be instituted or made by the Administrative Agent or any of the Banks other than the defense ofthe actual timely payment and performance by the Borrowers of the Guaranteed Obligations hereunder;provided, however, that the foregoing shall not be deemed a waiver of each Guarantor’s right toassert any compulsory counterclaim, if such counterclaim is compelled under local law or rule ofprocedure, nor shall the foregoing be deemed a waiver of each Guarantor’s right to assert any claimwhich would constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoeveragainst the Administrative Agent or any Bank in any separate action or proceeding. Each 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 any Borrower and the Administrative Agent and the Banks the obligations of any Borrowerunder the Loan Documents.          5. This Guaranty shall be a continuing, unconditional and absolute guaranty and the liabilityof each Guarantor hereunder shall in no way be terminated, affected, modified, impaired ordiminished by reason of the happening, from time to time, of any of the following, all withoutnotice or the further consent of the Guarantors:     (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 anyBorrower, 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 inrespect of any of the Loan Documents or by reason of any waiver of, or failure to enforceany of the rights, remedies, powers or privileges available to the Administrative Agentunder 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 inany form whatsoever; or
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     (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 any Borrower tothe Administrative 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 any Borrower to the Administrative Agentand/or the Banks; or     (f) the application of any sums by whomsoever paid or however realized to any amountsowing by any Borrower to the Administrative Agent and/or the Banks under the Loan Documentsin such manner as the Administrative Agent shall determine in its sole discretion; or     (g) any Borrower’s or any 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 anypart of any Borrower’s or any Guarantor’s assets, insolvency, bankruptcy, assignment forthe benefit of creditors, reorganization, arrangement, composition or readjustment, or thecommencement of other similar proceedings affecting any Borrower or any Guarantor or any ofthe assets of any of them, including, without limitation, (i) the release or discharge ofany Borrower or any Guarantor from the payment and performance of their respectiveobligations under any of the Loan Documents by operation of law, or (ii) the impairment,limitation or modification of the liability of any Borrower or any Guarantor in bankruptcy,or of any remedy for the enforcement of the Guaranteed Obligations under any of the LoanDocuments, or any Guarantor’s liability under this Guaranty, resulting from the operationof any present or future provisions of the Bankruptcy Code or other present or futurefederal, state or applicable statute or law or from the decision in any court; or     (h) any improper disposition by any Borrower of the proceeds of the Loans, it beingacknowledged by each Guarantor that the Administrative Agent or any Bank shall be entitledto honor any request made by any Borrower for a disbursement of such proceeds and thatneither the Administrative Agent nor any Bank shall have any obligation to see the properdisposition by any Borrower of such proceeds.          6. Each Guarantor agrees that if at any time all or any part of any payment at any timereceived by the Administrative Agent from any Borrower or any Guarantor under or with respect tothis Guaranty is or must be rescinded or returned by the Administrative Agent or any Bank for anyreason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization ofany Borrower or any Guarantor), then such Guarantor’s obligations hereunder shall, to the extent ofthe payment rescinded or returned, be deemed to have continued in existence notwithstanding suchprevious receipt by such party, and such Guarantor’s obligations hereunder shall continue to beeffective or reinstated, as the case may be, as to such payment, as though such previous paymenthad never been made.
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          7. Until this Guaranty is terminated pursuant to the terms hereof, each Guarantor (i) shallhave no right of subrogation against any Borrower or any entity comprising same by reason of anypayments or acts of performance by such Guarantor in compliance with the obligations of suchGuarantor hereunder, (ii) waives any right to enforce any remedy which such Guarantor now orhereafter shall have against any Borrower or any entity comprising same by reason of any one ormore payment or acts of performance in compliance with the obligations of such Guarantor hereunderand (iii) from and after an Event of Default (as defined in the Credit Agreement), subordinates anyliability or indebtedness of any Borrower or any entity comprising same now or hereafter held bysuch Guarantor or any affiliate of such Guarantor to the obligations of any Borrower under the LoanDocuments. The foregoing, however, shall not be deemed in any way to limit any rights that anyGuarantor may have at law or in equity with respect to any other partners, members or otherinterest holders of any Borrower.          8. Each 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) each of AMB LP and AMB Corporation is a direct or indirect owner of equityinterests of the Initial Borrower and each Qualified Borrower;     (b) based upon such relationships, each Guarantor has determined that it is in itsbest interests to enter into this Guaranty;     (c) this Guaranty is necessary and convenient to the conduct, promotion and attainmentof each Guarantor’s business, and is in furtherance of each Guarantor’s business purposes;     (d) the benefits to be derived by each Guarantor from the Borrowers’ access to fundsmade possible by the Loan Documents are at least equal to the obligations undertakenpursuant to this Guaranty;     (e) each 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) AMB LP is organizedand validly existing under the laws of the State of Delaware and AMB Properties isorganized and validly existing under the laws of the State of Maryland, (ii) each Guarantorhas complied with all provisions of applicable law in connection with all aspects of thisGuaranty, and (iii) each person executing this Guaranty has all the requisite power andauthority to execute and deliver this Guaranty;     (f) to the best of each Guarantor’s knowledge, there is no action, suit, proceeding,or investigation pending or threatened against or affecting such Guarantor at law, inequity, in admiralty or before any arbitrator or any governmental department, commission,board, bureau, agency or instrumentality (domestic or foreign) which is likely tomaterially and adversely impair the ability of such Guarantor to perform its obligationsunder this Guaranty;
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     (g) the execution and delivery of, and the performance by each Guarantor of itsobligations under this Guaranty, have been duly authorized by all necessary action on thepart of each 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 FederalReserve System of the United States), order, writ, judgment, decree, determination or awardpresently in effect having applicability to such Guarantor or the organizational documentsof such Guarantor the consequences of which violation is likely to materially and adverselyimpair the ability of such 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 oftime or both) a default under any indenture, agreement or other instrument to which suchGuarantor is a party, or by which such Guarantor or any of its property is bound, theconsequences of which violation, conflict, breach or default is likely to materially andadversely impair the ability of such Guarantor to perform its obligations under thisGuaranty;     (h) this Guaranty has been duly executed by each Guarantor and constitutes the legal,valid and binding obligation of each Guarantor, enforceable against such Guarantor inaccordance with its terms except as enforceability may be limited by applicable insolvency,bankruptcy or other laws affecting creditors’ rights generally or general principles ofequity, whether such enforceability 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 each Guarantor of this Guaranty, except those which have already beenobtained; and     (j) Neither Guarantor is 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. Each 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 any Borrower underthe 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. Inthe event of any such assignment, the Administrative Agent shall give each Guarantor prompt noticeof same. If the Administrative Agent elects to sell all the Loans or participations in the Loansand the Loan Documents, including this Guaranty, the Administrative Agent or any Bank may forwardto each purchaser and prospective purchaser all documents and information relating to this Guarantyor to each Guarantor, whether furnished by any Borrower or any Guarantor or otherwise, subject tothe terms and conditions of the Credit Agreement.
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          11. Each Guarantor agrees, upon the written request of the Administrative Agent, to executeand deliver to the Administrative Agent, from time to time, any modification or amendment hereto orany additional instruments or documents reasonably considered necessary by the Administrative Agentor its counsel to cause this Guaranty to be, become or remain valid and effective in accordancewith its 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 each Guarantor and to such Guarantor’s counsel.          12. The representations and warranties of each Guarantor set forth in this Guaranty shallsurvive 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 subjectmatter hereof and supersedes all prior agreements relating to such subject matter and may not bemodified, amended, supplemented or discharged except by a written agreement signed by eachGuarantor and the 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 or to such otheraddress as may be identified by any party in a written notice to the others:   If to Guarantor to  (one joint notice to AMB Property, L.P.both Guarantors Pier 1, Bay 1shall be sufficient): San Francisco, California 94111  Attn: Chief Financial Officer  Telecopy Number: (415) 394-4001     and     AMB Property Corporation  Pier 1, Bay 1  San Francisco, California 94111  Attn: Chief Financial Officer  Telecopy Number: (415) 394-4001
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   With Copies of  Notices to Guarantor to: AMB Property, L.P.  Pier 1, Bay 1  San Francisco, California 94111  Attn: General Counsel  Telecopy Number: (415) 394-4001     and     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 to: Sumitomo Mitsui Banking Corporation  277 Park Avenue, 6th Floor  New York, New York 10172  Attn: Manager-Real Estate  Telecopy Number: (212) 224-4887With Copies of  Notices to  Administrative Agent to: 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.
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          17. Any acknowledgment or new promise, whether by payment of principal or interest orotherwise by any Borrower or any Guarantor, with respect to the Guaranteed Obligations shall, ifthe statute of limitations in favor of any Guarantor against the Administrative Agent shall havecommenced to run, toll the running of such statute of limitations, and if the period of suchstatute of limitations shall have expired, prevent the operation of such statute of limitations.          18. This Guaranty shall be binding upon each Guarantor and its successors and assigns andshall inure to the benefit of the Administrative Agent and the Banks and their successors andpermitted assigns.          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 any 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 GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THELAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW,WITHOUT REGARD TO CHOICE OF LAW RULES.**               (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, each Guarantor hereby accepts for itself and in respect of itsproperty, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts andappellate courts from any thereof. Each Guarantor irrevocably consents to the service of processout of any of the aforementioned courts in any such action or proceeding by the mailing of copiesthereof by registered or certified mail, postage prepaid, to such Guarantor at its address fornotices set forth herein. Each Guarantor hereby irrevocably waives any objection which it may nowor hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising outof or in connection 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 any Guarantor in any otherjurisdiction.               (c) EACH 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 BY EACH
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GUARANTOR THAT THE WAIVER OF A JURY TRIAL IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVEAGENT TO ACCEPT THIS GUARANTY AND THAT THE LOANS MADE BY THE BANKS ARE MADE IN RELIANCE UPON SUCHWAIVER. EACH GUARANTOR FURTHER WARRANTS AND REPRESENTS THAT SUCH WAIVER HAS BEEN KNOWINGLY ANDVOLUNTARILY MADE, FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THISGUARANTY MAY BE FILED BY THE ADMINISTRATIVE AGENT IN COURT AS A WRITTEN CONSENT TO A NON-JURYTRIAL.               (d) Each Guarantor does hereby further covenant and agree to and with the Administrative Agentthat each Guarantor may be joined in any action against any Borrower in connection with the LoanDocuments and that recovery may be had against either or both Guarantors in such action or in anyindependent action against either or both Guarantors (with respect to the Guaranteed Obligations),without the Administrative Agent first pursuing or exhausting any remedy or claim against anyBorrower or their successors or assigns. Each Guarantor also agrees that, in an action brought withrespect to the Guaranteed Obligations in any jurisdiction, they each shall be conclusively bound bythe judgment in any such action by the Administrative Agent (wherever brought) against any Borroweror their successors or assigns, as if Guarantors were parties to such action, even though one orboth of Guarantors were not joined as a party or parties in such action.               (e) Each Guarantor agrees to pay all reasonable expenses (including, without limitation,attorneys’ fees and disbursements) which may be incurred by the Administrative Agent or the Banksin connection with the enforcement of their rights under this Guaranty, whether or not suit isinitiated.          21. Notwithstanding anything to the contrary contained herein, this Guaranty shall terminateand be of no further force or effect upon the full performance and payment of the GuaranteedObligations hereunder. Upon termination of this Guaranty in accordance with the terms of thisGuaranty, the Administrative Agent promptly shall deliver to each Guarantor such documents as suchGuarantor or such 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. Neither Guarantor shall 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.Neither Guarantor shall assign, sell, pledge, encumber, transfer, hypothecate or otherwise disposeof any of its rights or interests (direct or indirect) in any 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 any Borrower to do any of the foregoing, if such
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action would cause the Note, the Loan, the Obligations, this Guaranty, or any of the LoanDocuments or the exercise of any of the Administrative Agent’s or Bank’s rights in connectiontherewith, to constitute a prohibited transaction under ERISA or the Code (unless such Guarantorfurnishes to the Administrative Agent a legal opinion satisfactory to the Administrative Agent thatthe transaction is exempt from the prohibited transaction provisions of ERISA and the Code (and forthis purpose, the Administrative Agent and the Banks, by accepting the benefits of this Guaranty,hereby agree to supply each Guarantor all relevant non-confidential, factual information reasonablynecessary to such legal opinion and reasonably requested by such Guarantor) or would otherwiseresult in the Administrative Agent or any of the Banks being deemed in violation of Sections 404 or406 of ERISA or Section 4975 of the Code or would otherwise result in the Administrative Agent orany of the Banks being a fiduciary or party in interest under ERISA or a “disqualified person” asdefined in Section 4975(e)(2) of the Code with respect to an “employee benefit plan” within themeaning of Section 3(3) of ERISA or a “plan” within the meaning of Section 4975(e)(1) of the Code.The Guarantors shall jointly and severally indemnify and hold each of the Administrative Agent andthe Banks free and harmless from and against all loss, costs (including attorneys’ fees andexpenses), expenses, taxes and damages (including consequential damages) that each of theAdministrative Agent and the Banks may suffer by reason of the investigation, defense andsettlement of claims and in obtaining any prohibited transaction exemption under ERISA necessary inAdministrative Agent’s reasonable judgment as a result of such Guarantor’s action or inaction or byreason of a breach of the foregoing provisions by such 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: