Exh 10.4 Repayment Guaranty re: 3161 Michelson dated 9/29/2006


    
      

    

    Exhibit
      10.4

    
 

    
      REPAYMENT
        GUARANTY

      


      GUARANTY
        (this
“Guaranty”)
        made
        as of the 29th day of September, 2006 by MAGUIRE
        PROPERTIES, L.P., a
        Maryland limited partnership (“Guarantor”)
        having
        an office at 1733 Ocean Avenue, Suite 400, Santa Monica, California 90401,
        in
        favor of EUROHYPO AG, NEW YORK BRANCH, having its principal office at 1114
        Avenue of the Americas, New York, New York 10036, as Administrative Agent
        for
        the Lenders referred to below (in such capacity, together with its successors
        in
        such capacity, the “Administrative
        Agent”).

      


      


      W I T N E S S E T H:

      


      WHEREAS,
        MAGUIRE
        PROPERTIES-3161 MICHELSON, LLC,
        a
        Delaware limited liability company (“3161”),
        MAGUIRE PROPERTIES-PARK PLACE PS2, LLC, a Delaware limited liability company
        (“PS2”),
        and
        MAGUIRE PROPERTIES-PARK PLACE PS5, LLC, a Delaware limited liability company
        (“PS5”)
        (individually and collectively, jointly and severally, “Borrower”),
        certain lenders (collectively, the “Lenders”)
        and
        the Administrative Agent are parties to a Construction Loan Agreement dated
        as
        of the date hereof (said Construction Loan Agreement, as modified, amended,
        supplemented and in effect from time to time, being herein called the
“Loan
        Agreement”;
        and,
        except as otherwise herein expressly provided, all terms defined in the Loan
        Agreement are being used herein as defined therein), which Loan Agreement
        provides, among other things, for Loans to be made by the Lenders to Borrower
        in
        an aggregate principal amount not exceeding $240,000,000
        in
        connection with the Project, such Loans to be (i) evidenced by, and repayable
        with interest thereon in accordance with, various Notes to be executed and
        delivered to the respective order of the Lenders and (ii) secured by, among
        other things, the Mortgage;

      


      WHEREAS,
        Guarantor owns one hundred percent (100%) of the ownership in Borrower and
        as a
        result shall directly benefit from the making of the Loans by the Lenders
        to
        Borrower; and

      


      WHEREAS,
        the Lenders are unwilling to make the Loans unless this Guaranty is executed
        by
        Guarantor and delivered to the Administrative Agent and the Lenders.


      


      NOW,
        THEREFORE, in order to induce the Lenders to make the Loans, and for other
        good
        and valuable consideration, the receipt and sufficiency of which are hereby
        acknowledged, Guarantor hereby agrees to guarantee the Guaranteed Obligations
        (as hereinafter defined) upon the following terms:

      


      Section
        1. Guaranty.

      


      1.01. Guaranteed
        Obligations.
        

      


      (a) Guarantor
        hereby absolutely, unconditionally and irrevocably guarantees to the
        Administrative Agent (on behalf of the Lenders) the payment when due of a
        portion of the principal balance of the Loan in an amount equal to Twenty-Four
        Million Dollars ($24,000,000), 


      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      which
        amount shall be paid, if not sooner paid, on the earlier of the Maturity
        Date
        (as the same may be extended in accordance with the Loan Agreement), or the
        date
        on which the Loans are accelerated or become automatically due and payable
        in
        accordance with the Loan Documents) (the foregoing amount is referred to
        herein
        as the “Guaranteed
        Principal Amount”).
        Guarantor acknowledges and agrees that Guarantor’s obligations on account of the
        Guaranteed Principal Amount shall not be reduced by any payment applied to
        the
        principal balance of the Loans or any such advances from any source (including,
        without limitation, any proceeds from the foreclosure sale of all or any
        portion
        of the collateral for the Loans), except to the extent that such payment
        is
        indefeasible (as hereinafter described) and either (i) is made by Guarantor
        and
        Guarantor has elected, pursuant to written instructions given to the
        Administrative Agent concurrently with such payment and prior to the occurrence
        and continuance of an “Event of Default” by Guarantor hereunder or under the
        other Guarantor Documents (as such term is defined herein and in the other
        Guarantor Documents), to apply such payment to its obligations hereunder
        on
        account of the Guaranteed Principal Amount or (ii) is from another source
        and
        results in the reduction of the outstanding balance of the Loans and such
        advances to a sum that is less than the maximum dollar liability of Guarantor
        on
        account of the Guaranteed Principal Amount as expressly set forth above.
        

      


      (b) Guarantor
        further hereby absolutely, unconditionally and irrevocably guarantees to
        the
        Administrative Agent (on behalf of the Lenders) the payment when due of all
        accrued and unpaid interest on the Loans, including, without limitation,
        default
        interest, breakage costs and late fees due under the Loan Agreement
        (collectively, the “Guaranteed
        Carry Amount”)
        from
        the date on which the Base Building Substantial Completion Conditions are
        satisfied through the earlier of: 

       

      (1) The
        date
        the Loans are paid in full;

       

      (2) The
        date
        on which a foreclosure sale of all of the property encumbered as collateral
        for
        the Loan (including, without limitation, the Project) has been consummated
        pursuant to Article 11 of the Loan Agreement; or

       

      (3) The
        date
        on which Borrower has unconditionally delivered to Administrative Agent (or
        its
        designee) for the benefit of the Lenders a deed or conveyance in lieu of
        foreclosure with respect to all of the property encumbered as collateral
        for the
        Loans (including, without limitation, the Project), which delivery shall
        include
        conveyance of good, marketable and insurable title to the Project free from
        Liens except for Permitted Encumbrances, and free from violations of Applicable
        Law (including, without limitation, Environmental Laws) and shall include
        the
        following requirements and satisfaction of the following conditions (in each
        case as determined by Administrative Agent): (A) approval by Administrative
        Agent of a current Site Assessment for the Project and any and all supplemental
        reports thereto required by Administrative Agent; (B) the absence of any
        matters which could give rise to any claim pursuant to the Environmental
        Indemnity Agreement; (C) the physical condition of the Project shall be
        substantially the same as it was on the date on which the Base Building
        Substantial Completion Conditions were satisfied, reasonable wear and tear
        and
        loss by insured casualty in an amount not to exceed the Threshold Amount
        excepted; (D) there shall be no litigation or administrative agency or
        other governmental proceeding of any 

       


      
        
           

          
          

        

        
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      kind
        whatsoever, pending or threatened in writing, which would, as reasonably
        determined by Administrative Agent, materially adversely affect the value
        of the
        Project or the ability of Administrative Agent or its designee to use the
        Project in the manner it is intended to be used; (E) no proceedings shall
        be pending or threatened which could or would cause any change, redesignation
        or
        other modification of the zoning classification of, or of any building or
        environmental code requirements applicable to, the Project, or any portion
        thereof, or any property adjoining the Project; (F) Borrower shall have
        delivered to Administrative Agent or its designee originals of all leases,
        all
        service contracts, all building permits, certificates of occupancy and all
        other
        governmental permits, subdivision maps, licenses and approvals for the Project;
        all as-built plans and specifications for the Improvements, certified by
        the
        architect and engineer of record, all surveys, structural, mechanical,
        engineering, electrical, soil, environmental, and similar reports, studies
        and
        audits, and all service manuals and operating procedure manuals relating
        to the
        Project in Borrower’s possession or under its control; and copies of all income
        and expense statements, vendor lists, outstanding purchase orders, current
        and
        prior tax bills and current utility bills; (G) Borrower shall have
        delivered to Administrative Agent or its designee any other documents,
        instruments, agreements, books, records, correspondence and other items relating
        to Borrower or the Project or necessary to consummate the transactions
        contemplated hereby as Administrative Agent may reasonably request, including
        such materials or documents which, in the reasonable judgment of Administrative
        Agent, are necessary or desirable to deliver effectively title to and possession
        of the Project in the condition required herein, including, without limitation,
        title searches, insurance policies, current environmental reports, bills
        of
        sale, assignments of leases and other agreements, non-foreign person affidavits;
        and (H) Borrower and Borrower Parties (and any other Affiliates of Borrower
        required by Administrative Agent) shall have delivered to Administrative
        Agent
        for the benefit of Administrative Agent, the Lenders, and their respective
        officers, directors, employees, agents, successors and assigns an unconditional
        release of and from any and all claims, demands, obligations, liabilities,
        indebtednesses, breaches of contract, breaches of duty or any relationship,
        acts, omissions, misfeasance, malfeasance, cause or causes of action, debts,
        sums of money, accounts, compensations, contracts, controversies, promises,
        damages, costs, losses and expenses, of every type, kind, nature, description
        or
        character, and irrespective of how, why, or by reason of what facts, whether
        heretofore, now existing or hereafter arising, or which could, might, or
        may be
        claimed to exist, of whatever kind or name, whether known or unknown, suspected
        or unsuspected, liquidated or unliquidated, which in any way arise out of,
        are
        connected with or relate to any acts or occurrences on or prior to the date
        thereof in connection with the Loans and/or the ownership, maintenance and
        operation of the Project and the Improvements unless caused by the gross
        negligence or willful misconduct of the Administrative Agent (it being
        understood that Borrower’s delivery of the foregoing items shall not obligate
        the Administrative Agent to accept such deed or conveyance in lieu of
        foreclosure, and that the exclusive consequence of such delivery shall be
        the
        termination of Guarantor’s obligation to pay the Guaranteed Carry
        Amount).

       

      The
        obligations of Guarantor with respect to the Guaranteed Principal Amount
        and the
        Guaranteed Carry Amount pursuant to clauses (a) and (b) of this Section
        1.01
        are,
        collectively, the “Guaranteed
        Obligations”.
        Guarantor hereby further agrees that if Borrower shall fail to pay 


      
        
           

          
          

        

        
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      in
        full
        when due (whether at stated maturity, by acceleration or otherwise) any of
        the
        Guaranteed Obligations, Guarantor will immediately pay the same, without
        any
        demand or notice whatsoever. All payments by Guarantor on account of this
        Guaranty shall be paid in Dollars. Each and every default under the Loan
        Documents shall give rise to a separate cause of action hereunder by the
        Lenders
        and separate suits may be brought hereunder as each such cause of action
        arises.

      


      1.02. Obligations
        Unconditional.
        The
        obligations of Guarantor under this Guaranty are absolute and unconditional,
        irrespective of the value, genuineness, validity, regularity or enforceability
        of the Loan Documents, or any substitution, release or exchange of any other
        guaranty of or security for any of the Guaranteed Obligations or the Loans,
        and,
        to the fullest extent permitted by Applicable Law, irrespective of any other
        circumstance whatsoever which might otherwise constitute a legal or equitable
        discharge or defense of a surety or guarantor, it being the intent of this
        Section
        1.02
        that the
        obligations of Guarantor hereunder shall be absolute and unconditional under
        any
        and all circumstances and shall not be released, discharged or in any way
        affected or impaired by any thing, event, happening, matter, circumstance
        or
        condition whatsoever (whether or not Guarantor shall have any knowledge or
        notice thereof or shall consent thereto). In furtherance of the foregoing
        and
        without limiting the generality thereof, Guarantor agrees as
        follows:

      


      (a) This
        Guaranty is a guaranty of payment and performance when due and not of
        collection.

      


      (b) The
        obligations of Guarantor hereunder are independent of the obligations of
        Borrower or Guarantor under the other Loan Documents to which they are a
        party
        and the obligations of any other guarantor of the obligations of Borrower
        under
        the Loan Documents, and a separate action or actions may be brought and
        prosecuted against Guarantor whether or not any action is brought against
        Borrower or any other guarantors and whether or not Borrower is joined in
        any
        such action or actions.

      


      (c) Payment,
        performance or completion by Guarantor, or any other guarantor, of a portion,
        but not all, of the Guaranteed Obligations shall in no way limit, affect,
        modify
        or abridge Guarantor’s liability for any portion of the Guaranteed Obligations
        which has not been paid, performed or completed. Without limiting the generality
        of the foregoing, if the Administrative Agent (or any of the Lenders) is
        awarded
        a judgment in any suit brought to enforce Guarantor’s covenant to pay, perform
        or complete a portion of the Guaranteed Obligations, such judgment shall
        not be
        deemed to release Guarantor from its covenant to pay, perform or complete
        the
        portion of the Guaranteed Obligations that is not the subject of such suit,
        and
        such judgment shall not, except to the extent satisfied by Guarantor, limit,
        affect, modify or abridge any other guarantor’s liability in respect of the
        Guaranteed Obligations.

      


      (d) The
        Administrative Agent on behalf of the Lenders (subject to the terms of the
        Loan
        Documents), upon such terms as it deems appropriate, without notice or demand
        and without affecting the validity or enforceability of this Guaranty or
        giving
        rise to any reduction, limitation, impairment, discharge or termination of
        Guarantor’s liability hereunder, from time to time may (i) renew, extend,
        accelerate, increase the rate of interest on, or otherwise change the 


      
        
           

          
          

        

        
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      time,
        place, manner or terms of payment or performance under the Loan Documents,
        (ii)
        settle, compromise, release or discharge, or accept or refuse any offer of
        performance with respect to, or substitutions for, the Guaranteed Obligations
        or
        any Loan Document and/or subordinate the payment of the same to the payment
        of
        any other obligations; (iii) request and accept other guaranties of any of
        Borrower’s obligations under the Loan Documents and take and hold security for
        the payment or performance of this Guaranty or the Loan Documents; (iv) release,
        surrender, exchange, substitute, compromise, settle, rescind, waive,
fail
        to perfect its security interest in, alter,
        subordinate or modify, with or without consideration, any security for payment
        or performance of Borrower’s obligations under the Loan Documents, any other
        guaranties of the Loans, or any other obligation of any Person (including
        any
        other guarantor) with respect to the Loans; (v) enforce and apply any security
        now or hereafter held by or for the benefit of the Administrative Agent and
        the
        Lenders in respect of this Guaranty or the Loans and direct the order or
        manner
        of sale thereof, and to bid at any such sale, or exercise any other right
        or
        remedy that the Administrative Agent or the Lenders may have against any
        such
        security, in each case as in its discretion may determine consistent with
        any
        applicable security agreement, including foreclosure on any such security
        pursuant to one or more judicial or nonjudicial sales, even though such action
        operates to impair or extinguish any right of reimbursement or subrogation
        or
        other right or remedy of Guarantor against Borrower or any security for the
        Guaranteed Obligations; (vi) apply any payments or recoveries from Borrower,
        Guarantor or any other source, and any proceeds of any security, to the
        Guaranteed Obligations in such manner, order and priority as the Administrative
        Agent may elect (whether or not those obligations are guaranteed by this
        Guaranty or secured at the time of the application); and (vii) exercise any
        other rights available to it under the Loan Documents. The Administrative
        Agent
        may take any of the foregoing actions upon any terms and conditions as the
        Administrative Agent may elect, without giving notice to Guarantor or obtaining
        the consent of Guarantor and without affecting the liability of Guarantor
        to the
        Administrative Agent or the Lenders.

      


      (e) This
        Guaranty and the obligations of Guarantor hereunder shall be valid and
        enforceable and shall not be subject to any reduction, limitation, impairment,
        discharge or termination for any reason (other than payment in full of the
        outstanding Loans, together with all other amounts due to the Administrative
        Agent and the Lenders under the Loan Documents and the termination of any
        remaining Commitments, or performance in full of the Guaranteed Obligations),
        including, without limitation, the occurrence of any of the following, whether
        or not Guarantor shall have had notice or knowledge of any of them: (i) any
        failure or omission to assert or enforce or agreement or election not to
        assert
        or enforce, or the stay or enjoining, by order of court, by operation of
        law or
        otherwise, of the exercise or enforcement of, any claim or demand or any
        right,
        power or remedy (whether arising under the Loan Documents, at law, in equity
        or
        otherwise) with respect to the Guaranteed Obligations or the Loan Documents,
        or
        with respect to any other guaranty of or security for the payment or performance
        of the Guaranteed Obligations or the Loans; (ii) any rescission, waiver,
        amendment or modification of, or any consent to departure from, any of the
        terms
        or provisions (including, without limitation, provisions relating to events
        of
        default) of the Loan Documents, Project Documents, the Plans and Specifications,
        the Construction Schedule, the Budget or of any other guaranty or security
        for
        the Guaranteed Obligations or the Loans, in each case whether or not in
        accordance with the terms of the Loan Documents or any agreement relating
        to
        such other guaranty or security; (iii) any Loan Document at any time being
        found
        to be illegal, invalid or unenforceable with respect 


      
        
           

          
          

        

        
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      to
        Borrower; (iv) the application of payments received from any source (other
        than
        payments received pursuant to this Guaranty or the other Loan Documents or
        from
        the proceeds of any security for the Guaranteed Obligations or the Notes
        except
        to the extent such security also serves as collateral for indebtedness other
        than the Guaranteed Obligations or the Notes) to the payment of indebtedness
        other than the Loans, even though the Administrative Agent and/or the Lenders
        might have elected to apply such payment to any part or all of the Loans;
        (v)
        the Administrative Agent’s consent to the change, reorganization or termination
        of the ownership structure or existence of Borrower or any of its Affiliates
        and
        to any corresponding restructuring of the Loans, including, without limitation,
        the Guaranteed Obligations; (vi) any failure to perfect or continue perfection
        of a security interest in any collateral which secures any of the Loans,
        including, without limitation, the Guaranteed Obligations; (vii) any defenses,
        set-offs or counterclaims that Borrower may assert against the Administrative
        Agent or any of the Lenders in respect of the Loans, including, without
        limitation, the failure of consideration, breach of warranty, payment, statute
        of frauds, statute of limitations, accord and satisfaction and usury, other
        than
        payment or performance of such obligations under the Loan Documents to the
        extent encompassed in the Guaranteed Obligations; (viii) the acquisition
        or
        transfer of title to the Project to the Administrative Agent, any of the
        Lenders, any Affiliate of the Lenders or any designee of the Administrative
        Agent or the Lenders (including, without limitation, any purchaser through
        foreclosure, deed in lieu or otherwise); (ix) any act or event which might
        otherwise discharge, reduce, limit or modify Guarantor’s obligations under this
        Guaranty; (x) any waiver, extension, modification, forbearance, delay or
        other
        act or omission of the Administrative Agent or the Lenders, or their failure
        to
        proceed promptly or otherwise as against Borrower, Guarantor or any security;
        (xi) any action, omission or circumstance which might increase the
        likelihood that Guarantor may be called upon to perform under this Guaranty
        or
        which might affect the rights or remedies of Guarantor as against Borrower;
        or
        (xii) any dealings occurring at any time between Borrower and the Administrative
        Agent or any Lender, whether relating to the Guaranteed Obligations or
        otherwise; and any other thing or omission, or delay to do any other act
        or
        thing, which may or might in any manner or in any extent vary the risk of
        Guarantor as an obligor in respect of the Guaranteed Obligations.

      


      (f) Whether
        or not Guarantor’s obligations under this Guaranty are subject to any maximum
        dollar amount or any other limitation expressly set forth in this Guaranty,
        Guarantor’s liability under this Guaranty shall not be impaired, reduced or
        affected by reason of Administrative Agent’s and/or any Lender’s application of
        any payments received from any source (i) to the payment of any obligation
        or
        indebtedness of Borrower which is not part of the Guaranteed Obligations,
        even
        though Administrative Agent and/or any such Lender might lawfully have elected
        to apply such payment to any part or all of the Guaranteed Obligations or
        (ii)
        to the payment of any of the Guaranteed Obligations (whether or not such
        payment
        might reduce the outstanding amount of the Guaranteed Obligations to a sum
        that
        is less than the maximum dollar liability, if any, of Guarantor expressly
        set
        forth herein), unless and until such payment shall have become indefeasible,
        the
        amount so paid shall no longer be available for future advance under the
        Loans,
        and the Loans and all other Guaranteed Obligations shall have been indefeasibly
        paid and performed in full; it being the intention of the parties that,
        notwithstanding any payments applied in reduction of the Guaranteed Obligations
        from any source, Guarantor shall be and remain fully liable for the payment
        of
        all of the Guaranteed Obligations until the Loans and all other Guaranteed
        Obligations have been indefeasibly paid 


      
        
           

          
          

        

        
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      and
        performed in full and the Lenders shall have no further or continuing obligation
        to make any additional advances of the Loans to Borrower. As used herein,
        an
“indefeasible” payment shall mean and refer to a payment that is no longer
        subject to potential disaffirmance, impairment, set aside, offset, recoupment,
        defeasance, recovery, disallowance, or recapture pursuant to the provisions
        of
        any federal or state law, regulation or order applicable to or governing
        creditors’ rights, including without limitation Title 11 of the United States
        Code, as amended, either by reason of the passage of time following such
        payment
        or the final judgment of a court of competent jurisdiction establishing the
        unassailable right of the party receiving such payment to retain such payment
        without reduction, offset, or other impairment.

      


      1.03. Waivers
        by Guarantor.
        Guarantor hereby waives, for the benefit of the Administrative Agent and
        the
        Lenders:

      


      (a) any
        right
        to require the Administrative Agent or the Lenders, as a condition of payment
        or
        performance by Guarantor, to (i) proceed against Borrower, any other guarantor
        of the Guaranteed Obligations or any other Person, (ii) proceed against or
        exhaust any security held from Borrower, any such other guarantor or any
        other
        Person, (iii) proceed against or have resort to any balance of any deposit
        account or credit on the books of the Lenders in favor of Borrower or any
        other
        Person, or (iv) pursue any other remedy in the power of the Administrative
        Agent
        or any of the Lenders whatsoever;

      


      (b) any
        defense arising by reason of the incapacity, lack of authority or any disability
        or other defense of Borrower, including, without limitation, any defense
        based
        on or arising out of the lack of validity or the unenforceability of the
        Guaranteed Obligations or any agreement or instrument related thereto or
        by
        reason of the cessation of the liability of Borrower from any cause other
        than
        payment and performance in full of the Guaranteed Obligations;

      


      (c) any
        defense based upon any statute or rule of law which provides that the obligation
        of a surety must be neither larger in amount nor in other respects more
        burdensome than that of the principal;

      


      (d) any
        defense based upon the Administrative Agent’s or any of the Lender’s errors or
        omissions in the administration of the Loans, including, without limitation,
        the
        Guaranteed Obligations;

      


      (e) (i)
        any
        principles or provisions of law, statutory or otherwise, which are or might
        be
        in conflict with the terms of this Guaranty and any legal or equitable discharge
        of Guarantor’s obligations hereunder (other than payment, performance and
        completion of the Guaranteed Obligations or the Loans in full), (ii) the
        benefit
        of any statute of limitations affecting Guarantor’s liability hereunder or the
        enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims
        and (iv) promptness, diligence and any requirement that the Administrative
        Agent
        or any of the Lenders protect, secure, perfect or insure any security interest
        or lien or any property subject thereto;

      


      (f) notices,
        demands, presentments, protests, notices of protest, notices of dishonor
        and
        notices of any action or inaction, notices of default under the other Loan
        


      
        
           

          
          

        

        
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      Documents
        or any agreement or instrument related thereto, notices of any renewal,
        extension or modification of the Guaranteed Obligations or any agreement
        related
        thereto, notices of any extension of credit to Borrower and any right to
        consent
        to any thereof. Guarantor acknowledges that Borrower has the right to extend
        the
        Maturity Date of the Loans for the First Extension Period, the Second Extension
        Period and the Third Extension Period on the terms and conditions set forth
        in
        the Loan Agreement; hereby consents to the extension of the Maturity Date
        for
        each of such periods; and hereby agree that no further consent is required
        from
        Guarantor in connection with any such extension. Guarantor’s obligations
        hereunder shall not be affected in any way by any such extension, and shall
        continue to apply with respect to all Guaranteed Obligations of Borrower
        under
        the Loan Documents during any such extension; 

      


      (g) any
        release, discharge, modification, impairment or limitation of the liability
        of
        Borrower to the Administrative Agent or the Lenders, whether consented to
        by the
        Administrative Agent or the Lenders, consensual or arising by operation of
        law
        or any proceedings in bankruptcy, insolvency or reorganization, or from any
        other cause;

      


      (h) any
        defense based on any rejection or disaffirmance of the Guaranteed Obligations,
        or any part thereof, or any security held therefor, in any such proceedings
        in
        bankruptcy, insolvency or reorganization;

      


      (i) any
        defense based on any action taken or omitted by the Administrative Agent
        or the
        Lenders in any proceedings in bankruptcy or insolvency involving Borrower,
        including any election to have their claim allowed as being secured, partially
        secured or unsecured, any extension of credit by the Administrative Agent
        or the
        Lenders to Borrower in any proceedings in bankruptcy or insolvency, and taking
        and holding by the Administrative Agent or the Lenders of any security for
        any
        such extension of credit; and

      


      (j) any
        defense or benefits that may be derived from or afforded by law which limit
        the
        liability of or exonerate guarantors or sureties, or which may conflict with
        the
        terms of this Guaranty, other than payment or performance of such obligations
        under the Loan Documents.

      


      1.04. Additional
        Waivers.
        Guarantor further agrees as follows:

      


      (a) Guarantor
        agrees that on Borrower’s
        default, the
        Administrative Agent
        may
        elect to foreclose either nonjudicially or judicially against any real or
        personal property security (including, without limitation, the Property)
        it
        holds for the obligations of Borrower under the Loan Documents, or any part
        thereof, or accept an assignment of any such security in lieu of foreclosure,
        or
        compromise or adjust any part of such obligations, or make any other
        accommodation with Borrower
        or
        Guarantor, or exercise any other remedy against Borrower
        or any
        security. No such action by the
        Administrative Agent
        will
        release or limit the liability of Guarantor to the
        Administrative Agent or any Lender,
        who
        shall remain liable under this Guaranty after the action, even if the effect
        of
        that action is to deprive Guarantor of the right to collect reimbursement
        from
Borrower
        or any
        other person for any sums paid to the
        Administrative Agent
        or any
        Lender, or Guarantor’s rights of subrogation, contribution, or indemnity against
Borrower
        or any
        other person. Without limiting the foregoing, it is understood 


      
        
           

          
          

        

        
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      and
        agreed that on any foreclosure or assignment in lieu of foreclosure of any
        security held by the
        Administrative Agent,
        such
        security will no longer exist, and that any right that Guarantor might otherwise
        have, on full payment of the obligations of Borrower under the Loan Documents
        by
        Guarantor, to participate in any such security or to be subrogated to any
        rights
        of the
        Administrative Agent
        or any
        Lender with respect to any such security will be nonexistent; nor shall
        Guarantor by deemed to have any right, title, interest or claim under any
        circumstances in or to any real or personal property held by the
        Administrative Agent, any Lender
        or any
        third party following any foreclosure or assignment in lieu of foreclosure
        of
        any such security.

      


      (b) Guarantor
        understands and acknowledges that if the
        Administrative Agent
        forecloses judicially or nonjudicially against any real property security
        for
        the Borrower’s
        obligations, such foreclosure could impair or destroy any right or ability
        that
        Guarantor may have to seek reimbursement, contribution, or indemnification
        for
        any amounts paid by such Guarantor under this Guaranty. Guarantor further
        understands and acknowledges that in the absence of this waiver such potential
        impairment or destruction of Guarantor’s rights, if any, may entitle such
        Guarantor to assert a defense to this Guaranty based on Code of Civil Procedure
        §580d as interpreted in Union
        Bank v. Gradsky,
        (1968)
        265 CA 2d 40, 71 CR 64, on the grounds, among others, that a lender
        should
        be estopped from pursuing a guarantor because the lender’s
        election to foreclose may impair or destroy the subrogation, reimbursement,
        contribution, or indemnification rights of the guarantor. By execution of
        this
        Guaranty, Guarantor intentionally, freely, irrevocably, and unconditionally:
        (i)
        waives and relinquishes that defense and agrees that such Guarantor will
        be
        liable under this Guaranty even though the
        Administrative Agent
        had
        foreclosed judicially or nonjudicially against any real or personal property
        collateral for Borrower’s
        obligations; (ii) agrees that such Guarantor will not assert that defense
        in any
        action or proceeding in which the
        Administrative Agent
        or any
        Lender seeks to enforce this Guaranty; and (iii) acknowledges and agrees
        that
        the rights and defenses waived by such Guarantor in this Guaranty include
        any
        right or defense that such Guarantor may have or be entitled to assert based
        on
        or arising out of any one or more of Code of Civil Procedure §§580a, 580b, 580d,
        or 726, or Civil Code §2848. 

      


      (c) Guarantor
        intentionally, freely, irrevocably and unconditionally waives and relinquishes
        all rights which may be available to it under any provision of California
        law or
        under any California judicial decision, including, without limitation, Section
        580a and 726(b) of the California Code of Civil Procedure, to limit the amount
        of any deficiency judgment or other judgment which may be obtained against
        such
        Guarantor under this Guaranty to not more than the amount by which the unpaid
        obligations of Borrower under the Loan Documents guaranteed hereby plus all
        other indebtedness due from Borrower
        under
        the Loan
        Documents
        exceeds
        the fair market value or fair value of any real or personal property securing
        said obligations of Borrower under the Loan Documents and any other indebtedness
        due from Borrower
        under
        the Loan
        Documents,
        including, without limitation, all rights to an appraisement of, judicial
        or
        other hearing on, or other determination of the value of said property.
        Guarantor acknowledges and agrees that, as a result of the foregoing waiver,
        the
        Administrative Agent
        and the
        Lenders may be entitled to recover from such Guarantor an amount which, when
        combined with the value of any real or personal property foreclosed upon
        by
the
        Administrative Agent
        (or the
        proceeds of the sale of which have been received by the
        Administrative Agent or the Lenders)
        and any
        sums collected by the
        Administrative Agent
        and the
        Lenders from Borrower
        or other
        persons, might 


      
        
           

          
          

        

        
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      exceed
        the amount of the obligations of Borrower under the Loan Documents guaranteed
        hereby plus all other indebtedness due from Borrower
        under
        the Loan
        Documents.

      


      (d) Guarantor
        waives all rights and defenses that Guarantor may have because Borrower’s debt
        is secured by real property; this means, among other things: (i) the
        Administrative Agent and the Lenders may collect from Guarantor without first
        foreclosing on any real or personal property collateral pledged by Borrower;
        and
        (ii) if the Administrative Agent or the Lenders foreclose on any real property
        collateral pledged by Borrower: (A) the amount of the Obligations may be
        reduced only by the price for which that collateral is sold at the foreclosure
        sale, even if the collateral is worth more than the sale price; and (B) the
        Administrative Agent and the Lenders may collect from Guarantor even if the
        Administrative Agent, by foreclosing on the real property collateral, has
        destroyed any right Guarantor may have to collect from Borrower. This is
        an
        unconditional and irrevocable waiver of any rights and defenses Guarantor
        may
        have because the Guaranteed Obligations are secured by real property. These
        rights and defenses include, but are not limited to, any rights or defenses
        based upon Section 580a, 580b, 580d, or 726 of the California Code of Civil
        Procedure. Guarantor specifically waives any right to a fair value hearing,
        and
        any and all other rights it may have under Section 580a of the California
        Code
        of Civil Procedure.

      


      (e) Guarantor
        waives all rights and defenses arising out of an election of remedies by
        the
        Administrative Agent and the Lenders, even though that election of remedies,
        such as a nonjudicial foreclosure with respect to security for the Guaranteed
        Obligations, has destroyed Guarantor’s rights of subrogation and reimbursement
        against the principal by the operation of Section 580d of the California
        Code of
        Civil Procedure or otherwise.

      


      (f) Guarantor
        waives all rights and defenses which might otherwise be available to Guarantor
        under any guarantor, suretyship or other defenses under any law of the State
        of
        California, including, without limitation, California Civil Code Sections
        2787
        to 2855, inclusive, 2899 and 3433.

      


      (g) Guarantor
        agrees that if the maturity of any Guaranteed Obligation is accelerated by
        bankruptcy, insolvency or otherwise, such maturity shall also be deemed
        accelerated for the purpose of this Guaranty without demand on or notice
        to
        Guarantor, and Guarantor hereby waives any such demand or notice.

      


      1.05. Reinstatement.
        The
        obligations of Guarantor under this Section
        1
        shall be
        automatically reinstated if and to the extent that for any reason any payment
        by
        or on behalf of Borrower or Guarantor in respect of the Guaranteed Obligations
        is rescinded or must be otherwise restored by any holder of the Guaranteed
        Obligations, whether as a result of any proceedings in bankruptcy or insolvency
        or otherwise; and Guarantor agrees that it will indemnify the Administrative
        Agent and the Lenders on demand for all reasonable costs and expenses
        (including, without limitation, reasonable fees and expenses of counsel)
        incurred by the Administrative Agent or any of the Lenders in connection
        with
        such rescission or restoration, including any such costs and expenses incurred
        in defending against any claim alleging that such payment constituted a
        preference, fraudulent transfer or similar payment under any bankruptcy,
        insolvency or similar law.


      
        
           

          
          

        

        
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      1.06. Guarantor’s
        Rights of Subrogation, Contribution, Etc.
        Guarantor hereby waives, until the later of (a) the Guaranteed Obligations
        shall
        have been indefeasibly paid, performed and completed in full and (b) the
        Loans
        and all other amounts due under the Loan Documents have been indefeasibly
        paid
        in full and the Commitments have been terminated, any claim, right or remedy,
        direct or indirect, that Guarantor now has or may hereafter have against
        Borrower or any of its assets in connection with this Guaranty or the
        performance by Guarantor of its obligations hereunder, in each case whether
        such
        claim, right or remedy arises in equity, under contract, by statute, under
        common law or otherwise and, including without limitation, (i) any right
        of
        subrogation, reimbursement or indemnification that Guarantor now has or may
        hereafter have against Borrower, (ii) any right to enforce, or to participate
        in, any claim, right or remedy that the Administrative Agent or the Lenders
        now
        have or may hereafter have against Borrower, and (iii) any benefit of, and
        any
        right to participate in, any collateral or security now or hereafter held
        by or
        on behalf of the Administrative Agent and/or the Lenders. In addition, until
        the
        Loans have been indefeasibly paid in full and all Commitments have been
        terminated, Guarantor shall withhold exercise of any right of contribution
        which
        Guarantor may have against any other guarantor of the Loans or Guaranteed
        Obligations. Guarantor further agrees that, to the extent the waiver or
        agreement to withhold the exercise of its right of subrogation, reimbursement,
        indemnification and contribution as set forth herein is found by a court
        of
        competent jurisdiction to be void or voidable for any reason, any rights
        of
        subrogation, reimbursement or indemnification Guarantor may have against
        Borrower or against any collateral or security, and any rights of contribution
        Guarantor may have against any other guarantor, shall be junior and subordinate
        to any rights the Administrative Agent and/or any of the Lenders may have
        against Borrower, to all right, title and interest the Administrative Agent
        and/or any of the Lenders may have in any such collateral or security, and
        to
        any right the Administrative Agent and/or any of the Lenders may have against
        such other guarantor. If any amount shall be paid to Guarantor on account
        of any
        such subrogation, reimbursement, indemnification or contribution rights at
        any
        time when (A) all Guaranteed Obligations shall not have been paid, performed
        and
        completed in full, (B) all outstanding Loans and all other amounts due under
        the
        Loan Documents shall not have been paid in full or (C) the Commitments shall
        not
        have been fully terminated, such amount shall be held in trust for the
        Administrative Agent (on behalf of the Lenders) and shall forthwith be paid
        over
        to the Administrative Agent (on behalf of the Lenders) to be credited and
        applied against the Guaranteed Obligations, whether matured or unmatured,
        in
        accordance with the terms hereof.

      


      1.07. Subordination
        of Other Obligations.
        Any
        indebtedness of Borrower now or hereafter held by Guarantor is hereby
        subordinated in right of payment to the Loans and to the payment, performance
        and completion of the Guaranteed Obligations, and any such indebtedness of
        Borrower to Guarantor collected or received by Guarantor after an Event of
        Default (including any Event of Default under any of the Loan Documents)
        has
        occurred and is continuing shall be held in trust for the Administrative
        Agent
        (on behalf of the Lenders) and shall forthwith be paid over to the
        Administrative Agent (on behalf of the Lenders) to be credited and applied
        against the Guaranteed Obligations but without affecting, impairing or limiting
        in any manner the liability of Guarantor under any other provision of this
        Guaranty.

      


      1.08. Remedies.


      
        
           

          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      


      


      (a) Guarantor
        agrees that, as between Guarantor and the Administrative Agent and the Lenders,
        the obligations of Borrower under any of the Loan Documents may be declared
        to
        be forthwith due and payable as provided in the Loan Documents (and shall
        be
        deemed to have become automatically due and payable in the circumstances
        therein
        provided) for purposes of Section
        1.01
        hereof
        notwithstanding any stay, injunction or other prohibition preventing the
        enforcement of such obligations as against Borrower; and that, in the event
        of
        such declaration (or such obligation being deemed to have become automatically
        due and payable), such obligations (whether or not enforceable as against
        Borrower) to the extent they constitute part of the Guaranteed Obligations
        shall
        forthwith become due by Guarantor for purposes of Section
        1.01
        hereof.
        The Administrative Agent (on behalf of the Lenders) may bring and prosecute
        a
        separate action against Guarantor to enforce the Guaranteed Obligations under
        this Guaranty, whether or not any action is brought against Borrower or any
        other Person and whether or not Borrower or any other Person is joined in
        any
        such action or actions.

      


      (b) All
        of
        the remedies set forth in this Guaranty and/or provided for in any of the
        Loan
        Documents or at law or in equity shall be equally available to the
        Administrative Agent (on behalf of the Lenders), and the choice by the
        Administrative Agent (on behalf of the Lenders) of one such alternative over
        another shall not be subject to question or challenge by Guarantor or any
        other
        Person, nor shall any such choice be asserted as a defense, setoff, or failure
        to mitigate damages in any action, proceeding, or counteraction by the
        Administrative Agent (on behalf of the Lenders) to recover or seek any other
        remedy under this Guaranty, nor shall any such choice preclude the
        Administrative Agent (on behalf of the Lenders) from subsequently electing
        to
        exercise a different remedy.

      


      1.09. Default
        Interest.
        Guarantor hereby agrees that in the event it shall fail to pay in full any
        amount owing by it hereunder within five (5) Business Days following delivery
        of
        a written demand by the Administrative Agent for payment of such amount,
        it
        shall be obligated to pay interest at the Default Rate in respect of any
        such
        amount for each day during the period from and including the due date thereof
        to
        but excluding the date the same shall be paid in full, such interest to be
        payable upon demand of the Administrative Agent; provided,
        however,
        that
        payment under this Section
        1.09
        shall
        not be in duplication of any payment made by Guarantor or Borrower pursuant
        to
        the Loan Documents.

      


      1.10. Continuing
        Guaranty.
        This
        Guaranty is a continuing guaranty and shall remain in effect until the earlier
        of (a) all of the Guaranteed Obligations shall have been paid, performed
        and
        completed in full or (b) the Loans and all other amounts due under the Loan
        Documents have been paid in full and the Commitments have been terminated;
        including, without limitation, in either case, the payment of any and all
        expenses which might be incurred by the Administrative Agent or the Lenders
        in
        enforcing any of their rights hereunder (which expense shall be included
        within
        the meaning of Guaranteed Obligations) and all interest due pursuant to
Section
        1.09.

      


      1.11. Enforceability;
        Etc.
        The
        Administrative Agent (on behalf of the Lenders or any other or subsequent
        beneficiary of this Guaranty, but subject to the terms of Section
        14.3
        of the
        Loan Agreement) may enforce the Guaranteed Obligations.


      
        
           

          
          

        

        
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      1.12. Assumption
        of Risk Regarding Borrower’s Financial Condition.
        Before
        signing this Guaranty, Guarantor investigated the financial condition and
        business operations of Borrower,
        the
        Project encumbered by the Mortgage, and such other matters as Guarantor deemed
        appropriate to assure itself of Borrower’s
        ability to discharge its obligations under the Loan
        Documents.
        Guarantor assumes full responsibility for keeping fully informed of the
        financial condition of Borrower and all other circumstances affecting Borrower’s
        ability to perform its obligations to the Administrative Agent and the Lenders,
        and agrees that neither the Administrative Agent nor any Lender will have
        any
        duty to report to Guarantor any information which it receives about Borrower’s
        financial condition or any circumstances bearing on Borrower’s ability to
        perform.

       

      Section
        2. Representations
        and Warranties.
        Guarantor hereby represents and warrants to the Lenders and the Administrative
        Agent that:

      


      2.01. Existence.
        Guarantor (i) is a limited partnership duly organized and validly existing
        under
        the laws of the State of Maryland; (ii) has all requisite partnership
        power, and has all material governmental licenses, authorizations, consents
        and
        approvals necessary to own its assets and carry on its business as now being
        or
        as proposed to be conducted; and (iii) is qualified to do business in all
        jurisdictions in which the nature of the business conducted by it makes such
        qualification necessary.

      


      2.02. No
        Breach.
        The
        execution and delivery of this Guaranty, the consummation of the transactions
        herein contemplated, and Guarantor’s compliance with the terms and provisions
        hereof will not conflict with or result in a breach of, or require any consent
        under, the organizational documents pursuant to which Guarantor is organized,
        or
        any Applicable Law or regulation, or any order, writ, injunction or decree
        of
        any court or Governmental Authority or agency, or any agreement or instrument
        to
        which Guarantor is a party or by which it is bound or to which it is subject,
        or
        constitute a default under any such agreement or instrument, or result in
        the
        creation or imposition of any lien upon any of the revenues or assets of
        Guarantor pursuant to the terms of any such agreement or
        instrument.

      


      2.03. Action.
        Guarantor has all necessary organizational power and authority, as the case
        may
        be, to execute, deliver and perform its obligations under this Guaranty;
        the
        execution, delivery and performance by Guarantor of this Guaranty have been
        duly
        authorized by all necessary organizational action, as the case may be, on
        its
        part; and this Guaranty has been duly and validly executed and delivered
        by
        Guarantor and constitutes its legal, valid and binding obligation, enforceable
        in accordance with its terms, subject to applicable bankruptcy, insolvency,
        reorganization, moratorium or other similar laws of general application
        affecting the enforcement of creditors’ rights. 

      


      2.04. Approvals.
        No
        authorizations, approvals or consents of, and no filings or registrations
        with,
        any governmental or regulatory authority or agency (other than such
        authorizations, approvals or consents already obtained) are necessary for
        the
        execution, delivery or performance by Guarantor of this Guaranty or for the
        validity or enforceability hereof.

      



      
        
           

          
          

        

        
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      2.05. Other
        Agreements.
        Guarantor is not a party to any agreement or instrument or subject to any
        court
        order, injunction, permit or restriction which could reasonably be expected
        to
        materially and adversely affect Guarantor’s ability to perform its obligations
        hereunder.

      


      2.06 Financial
        Condition.
        The
        consolidated balance sheet with respect to Guarantor as of June 30, 2006,
        heretofore furnished to the Administrative Agent and the Lenders, is materially
        complete and correct and fairly presents the financial condition of Guarantor
        as
        at the date of such balance sheet. As of the date of such balance sheet,
        Guarantor had no material contingent liabilities, liabilities for taxes,
        unusual
        forward or long-term commitments or unrealized or anticipated losses from
        any
        unfavorable commitments, except as referred to or reflected or provided for
        in
        said balance sheet. Since the date of such balance sheet, there has been
        no
        material adverse change in Guarantor’s financial condition.

      


      2.07. Litigation.
        Except
        as disclosed to the Administrative Agent and the Lenders in writing prior
        to the
        date of this Guaranty, there are no legal or arbitration proceedings or any
        proceedings by or before any Governmental Authority, now pending or (to the
        knowledge of Guarantor) threatened against Guarantor which, if adversely
        determined, could have a material adverse effect on Guarantor’s ability to enter
        into or comply with its obligations hereunder.

      


      2.08. Taxes.
        Guarantor has filed all Federal income tax returns and all other material
        tax
        returns and information statements that are required to be filed by it and
        has
        paid all taxes due pursuant to such returns or pursuant to any assessment
        received by Guarantor.

      


      Section
        3. Covenants.
        Guarantor covenants to each Lender and the Administrative Agent that, until
        the
        payment, performance and completion in full of the Guaranteed
        Obligations:

      


      3.01. Existence,
        Etc.
        Guarantor will preserve and maintain its corporate, limited liability company
        or
        partnership existence, as the case may be, and all of its other material
        rights,
        privileges and franchises necessary for the maintenance of its existence
        and the
        conduct of its affairs; and comply with the requirements of all applicable
        laws,
        rules, regulations and orders of governmental or regulatory
        authorities.

      


      3.02. Reports.
        

      


      (a) Guarantor
        shall deliver to the Administrative Agent (for delivery to the Lenders) (i)
        not
        later than forty-five (45) days after the close of each fiscal quarter of
        Guarantor, a quarterly financial statement for Guarantor and (ii) within
        ninety
        (90) days after
        the
        close of each fiscal year of Guarantor, audited annual financial statements
        of
        Guarantor for each such fiscal year, such financial statements to be
        substantially in the form of the financial statements referred to in
Section
        8.1
        of the
        Loan Agreement or such other form reasonably acceptable to the Administrative
        Agent,
        including a balance sheet and statement of profit and loss setting forth
        in
        comparative form figures for the preceding fiscal year, prepared in accordance
        with GAAP
        and
        certified by an authorized officer of Guarantor;

       

       


      
        
           

          
          

        

        
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      (b) at
        the
        time of the delivery of each of the financial statements provided for in
        subsection
        (a)
        of this
Section
        3.02,
        a
        certificate of an Authorized Officer of Guarantor, as applicable, certifying
        (i)
        that such respective financial statements and reports are true, correct,
        and
        accurate; (ii) in such detail as may be required by the Administrative Agent,
        the calculations required to establish whether Guarantor was in compliance
        with
        the requirements of Section
        3.04
        hereof
        on the date of such financial statements; and (iii) that such officer has
        no
        knowledge (after due inquiry), except as specifically stated, of any Event
        of
        Default or, if an Event of Default has occurred, specifying the nature thereof
        in reasonable detail and the action which Guarantor is taking or proposes
        to
        take with respect thereto; and

       

      (c) from
        time
        to time such other information regarding the financial condition, operations,
        business or prospects of Guarantor or General Partner (as defined below),
        as the
        Administrative Agent may reasonably request.

      


      Notwithstanding
        the foregoing, in lieu of the financial statements and certification of
        Guarantor described above, the Administrative Agent shall accept the financial
        statements and certifications of Guarantor’s general partner Maguire Properties,
        Inc. (“General
        Partner”)
        of the
        exact type described above with respect to Guarantor, so long as (i) except
        for
        a liability on the balance sheet and an expense on the income statement of
        General Partner representing the interests of minority limited partners in
        Guarantor that are not owned by General Partner, the balance sheet and income
        statement of General Partner would, in accordance with GAAP, be identical
        to
        that of Guarantor; (ii) each such financial statement is accompanied by the
        unqualified opinion of General Partner’s outside auditors to the effect that
        such financial statements comply with the requirements in clause (i) above
        and
        identifying the respects, if any, in which any item on the financial statements
        of General Partner would need to be adjusted in order to reflect the proper
        treatment or amount of such item in accordance with GAAP for Guarantor; and
        (iii) there is no change in the structure or ownership of Guarantor that
        the
        Administrative Agent concludes in reasonable discretion would require the
        delivery of financial statements by Guarantor itself in order to enable the
        Administrative Agent and the Lender to evaluate the financial condition of
        the
        Guarantor.

      


      3.03. Litigation.
        Guarantor will promptly give the Administrative Agent notice of any material
        legal or arbitral proceedings, and of any material proceedings by or before
        any
        governmental or regulatory authority or agency, affecting
        Guarantor.

      


      3.04. Financial
        Covenants.
        

       

      (a) Tangible
        Net Worth.
        Guarantor shall at all times maintain Tangible Net Worth of not less than
        $500,000,000. 

       

      (b) Maximum
        Leverage Ratio.
        For the
        periods set forth below, Guarantor shall not permit the Leverage Ratio computed
        for any fiscal quarter within the applicable period below to exceed the percent
        set forth opposite the applicable period below: 

       

      A. March
        31,
        2006 - December 31, 2006: 70.0%

       

      B. March
        31,
        2007 - December 31, 2007: 62.5%

       

       


      
        
           

          
          

        

        
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      C. March
        31,
        2008 and thereafter:  60.0%

       

      (c)
         Fixed
        Charge Coverage Ratio.
        For the
        periods set forth below, Guarantor shall not permit the Fixed Charge Coverage
        Ratio computed for any fiscal quarter within the applicable period below
        to be
        less than the ratio set forth opposite the applicable period below:

       

      (i) March
        31,
        2006 - December 31, 2006: 1.50
        to
        1.00

       

      (ii) March
        31,
        2007 - December 31, 2007: 1.55
        to
        1.00

       

      (iii) March
        31,
        2008 and thereafter:  1.75
        to
        1.00

       

      (d) Interest
        Coverage Ratio.
        For the
        periods set forth below, Guarantor shall not permit the Interest Coverage
        Ratio
        computed for any fiscal quarter within the applicable period below to be
        less
        than the ratio set forth opposite the applicable period below:

       

      (i) March
        31,
        2006 - December 31, 2006: 1.75
        to
        1.00

       

      (ii) March
        31,
        2007 - December 31, 2007: 1.80
        to
        1.00

       

      (iii) March
        31,
        2008 and thereafter:  2.00
        to
        1.00

       

      (e) For
        the
        purposes of this Section
        3.04,
        the
        following terms have the meanings set forth below: 

       

      (i) “Adjusted
        EBITDA” means,
        for any Real Property or Person for any period, EBITDA of or attributable
        to
        such Real Property or Person for such period adjusted to exclude (a) the
        effects
        of all extraordinary, unusual or non-recurring non-cash gains, non-cash losses,
        non-cash charges or expenses and (b) cash expenses for Transaction Costs;
        provided, however, that, for purposes of this definition, in the case of
        any
        acquisition or disposition of any direct or indirect interest in any Real
        Property (including through the acquisition of Equity Interests) by the General
        Partner or any of its Subsidiaries during such period, Adjusted EBITDA of
        such
        Person will be adjusted to (x) include, in the case of an acquisition, an
        amount
        equal to the product of (i) the actual Adjusted EBITDA of such Person generated
        by the Real Property so acquired during such period, multiplied by (ii) a
        fraction the numerator of which is the total number of days in such period
        and
        the denominator of which is the actual number of days in such period that
        such
        Real Property was owned by the General Partner or such Subsidiary and (y)
        exclude, in the case of a disposition, an amount equal to the actual Adjusted
        EBITDA generated by the Real Property so disposed of during such
        period.

       

      (ii) “Annualized
        Net Operating Income”
means,
        for any Real Property for any fiscal quarter, the product of (a) Net Operating
        Income attributable to such Real Property for such fiscal quarter (adjusted
        (i)
        to include Net Operating Income for new leases commenced in such quarter
        and to
        exclude Net Operating Income for leases terminated in such quarter, in each
        case
        as if 

       


      
        
           

          
          

        

        
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      such
        leases were effective or terminated, as the case may be, for the entire quarter,
        and (ii) to give effect to rent increases and decreases becoming effective
        in
        such quarter as if such increases or decreases, as the case may be, were
        in
        effect for the entire quarter) multiplied by (b) four.

       

      (iii) “Applicable
        Capitalization Rate”
means,
        with respect to any Real Property of a type set forth below, the percentage
        set
        forth below for such type of Real Property:

       

      LA
        Downtown Office Real Property:  6.0%

       

      Other
        Office Real Property:   7.0%

       

      Retail
        Real Property:    7.0%

       

      Hotel
        Real Property:    9.0%

       

      (iv) “Asset
        Value”
means,
        at any date of determination, (a) in the case of any Real Property (other
        than
        any Development Property or Other Real Property), (i) the Annualized Net
        Operating Income attributable to such Real Property for the fiscal quarter
        most
        recently ended less all management fees payable to an unaffiliated property
        manager in respect of such Real Property during such period, divided by (ii)
        the
        Applicable Capitalization Rate (based on the relevant asset type), provided,
        however, that in the case of any Real Property (other than any Development
        Property or Other Real Property) in which the General Partner or any of its
        Subsidiaries has acquired any direct or indirect interest (including through
        the
        acquisition of Equity Interests) during any fiscal quarter, “Asset Value” for
        such fiscal quarter shall be the lesser of (l) the Annualized Net Operating
        Income for such Real Property divided by the Applicable Capitalization Rate
        and
        (2) the purchase price of such Real Property, and (b) in the case of any
        Development Property or Other Real Property, the most recently appraised
        value
        (such appraisal to have been conducted within the last twelve months) of
        such
        Development Property or Other Real Property or, in the absence of any such
        appraisal, the book value of such Development Property or Other Real
        Property.

       

      (v) “Cash
        Equivalents”
means
        any of the following, having a maturity of not greater than 90 days from
        the
        date of issuance thereof: (a) readily marketable direct obligations of the
        Government of the United States or any agency or instrumentality thereof
        or
        obligations unconditionally guaranteed by the full faith and credit of the
        Government of the United States, (b) insured certificates of deposit of or
        time
        deposits with any commercial bank that is a member of the Federal Reserve
        System, issues (or the parent of which issues) commercial paper rated as
        described in clause (c) below, is organized under the laws of the United
        States
        or any State thereof and has combined capital and surplus of at least
        $1,000,000,000 or (c) commercial paper in an aggregate amount of not more
        than
        $50,000,000 per issuer outstanding at any time, issued by any corporation
        organized under the laws of any state of the United States and rated at least
        “Prime-1” (or the then equivalent grade) by Moody’s Investors 

       


      
        
           

          
          

        

        
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      Services
        or “A-1” (or the then equivalent grade) by Standard and Poor’s Rating Group, a
        division of McGraw-Hill Companies Inc.

       

      (vi) “CMBS”
means
        commercial mortgage backed securities.

       

      (vii) “Consolidated”
refers
        to the consolidation of accounts in accordance with GAAP.

       

      (viii) “Debt
        for Borrowed Money”
of
        any
        Person means the sum of (i) all items that, in accordance with GAAP, would
        be
        classified as indebtedness on a Consolidated balance sheet of such Person,
        (ii)
        all Synthetic Debt of such Person at such date and (iii) Mortgage Financing
        in
        the form of Preferred Interests; provided, however, that in the case of the
        General Partner and its Subsidiaries “Debt for Borrowed Money” shall also
        include, without duplication, the JV Pro Rata Share of Debt for Borrowed
        Money
        for each Joint Venture; provided, further, that Debt for Borrowed Money shall
        not include indebtedness to the extent such indebtedness is secured by an
        effective Lien on cash or Cash Equivalents in a manner that is intended to
        secure such indebtedness.

       

      (ix) “Development
        Property”
means
        properties
        classified as development properties or identified as undeveloped land or
        land
        held for sale or similar designation on a Consolidated balance sheet of the
        General Partner and its Subsidiaries (it being understood that with respect
        to
        Real Property that includes a developed portion, “Development Property” shall
        refer to that portion of the Real Property intended for future
        development).

       

      (x) “EBITDA”
means,
        for any Real Property or Person for any period, the sum of (i) net income
        (or net loss), (ii) interest expense, (iii) income tax expense,
        (iv) depreciation expense and (v) amortization expense, in each case
        of or attributable to such Real Property or Person and determined in accordance
        with GAAP for such period, including, in the case of any Joint Venture, the
        JV
        Pro Rata Share of the EBITDA of such Joint Venture for such period.

       

      (xi) “Equity
        Interests”
means,
        with respect to any Person, shares of capital stock of (or other ownership
        or
        profit interests in) such Person, warrants, options or other rights for the
        purchase or other acquisition from such Person of shares of capital stock
        of (or
        other ownership or profit interests in) such Person, securities convertible
        into
        or exchangeable for shares of capital stock of (or other ownership or profit
        interests in) such Person or warrants, rights or options for the purchase
        or
        other acquisition from such Person of such shares (or such other interests),
        and
        other ownership or profit interests in such Person (including, without
        limitation, partnership, member or trust interests therein), whether voting
        or
        nonvoting, and whether or not such shares, warrants, options, rights or other
        interests are authorized or otherwise existing on any date of
        determination.

       

      (xii) “Fixed
        Charge Coverage Ratio”
means,
        for any period of four consecutive fiscal quarters, the ratio of (a) Adjusted
        EBITDA to (b) the sum of (i) 

       


      
        
           

          
          

        

        
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      interest
        payable in cash on, and amortization of debt discount in respect of, all
        Debt
        for Borrowed Money plus (ii) scheduled principal repayments of all Debt for
        Borrowed Money (other than the Term B Facility) payable plus (iii) all dividends
        payable on any Preferred Interests, in each case, of or by the General Partner
        and its Subsidiaries and determined on a Consolidated basis for such
        period.

       

      (xiii) “Guarantee
        Obligations”
means,
        with respect to any Person, any Obligation or arrangement of such Person
        to
        guarantee or intended to guarantee any Debt, leases, dividends or other payment
        Obligations (“primary
        obligations”)
        of any
        other Person (the “primary
        obligor”)
        in any
        manner, whether directly or indirectly, including, without limitation, (a)
        the
        direct or indirect guarantee, endorsement (other than for collection or deposit
        in the ordinary course of business), co-making, discounting with recourse
        or
        sale with recourse by such Person of the Obligation of a primary obligor,
        (b)
        the Obligation to make take-or-pay or similar payments, if required, regardless
        of nonperformance by any other party or parties to an agreement or (c) any
        Obligation of such Person, whether or not contingent, (i) to purchase any
        such primary obligation or any property constituting direct or indirect security
        therefor, (ii) to advance or supply funds (A) for the purchase or
        payment of any such primary obligation or (B) to maintain working capital
        or equity capital of the primary obligor or otherwise to maintain the net
        worth
        or solvency of the primary obligor, (iii) to purchase property, assets,
        securities or services primarily for the purpose of assuring the owner of
        any
        such primary obligation of the ability of the primary obligor to make payment
        of
        such primary obligation or (iv) otherwise to assure or hold harmless the
        holder of such primary obligation against loss in respect thereof. The amount
        of
        any Guarantee Obligation shall be deemed to be an amount equal to the stated
        or
        determinable amount of the primary obligation in respect of which such Guarantee
        Obligation is made (or, if less, the maximum amount of such primary obligation
        for which such Person may be liable pursuant to the terms of the instrument
        evidencing such Guarantee Obligation) or, if not stated or determinable,
        the
        maximum reasonably anticipated liability in respect thereof (assuming such
        Person is required to perform thereunder), as determined by such Person in
        good
        faith..

       

      (xiv) “Hotel
        Real Property”
means
        Real Property that operates or is intended to be operated as a hotel, motel
        or
        other lodging for transient use of rooms or is a structure from which a hotel,
        motel or other lodging for transient use of rooms is operated or intended
        to be
        operated..

       

      (xv) “Interest
        Coverage Ratio”
means,
        for any period of four consecutive fiscal quarters, the ratio of (a) Adjusted
        EBITDA to (b) interest (including capitalized interest) payable on, and
        amortization of debt discount in respect of, all Debt for Borrowed Money,
        in
        each case, of or by the Guarantor and its Subsidiaries and determined on
        a
        Consolidated basis for such period, provided that for purposes of this clause
        (b), interest shall include, in the case of any Joint Venture, its JV Pro
        Rata
        Share of the interest of such Joint Venture for such period.

       

       


      
        
           

          
          

        

        
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      (xvi) “Joint
        Venture”
means
        any joint venture (a) in which the General Partner or any of its Subsidiaries
        holds any Equity Interest, (b) that is not a Subsidiary of the General Partner
        or any of its Subsidiaries and (c) the accounts of which would not appear
        on the
        Consolidated financial statements of the General Partner.

       

      (xvii) “JV
        Pro Rata Share”
means,
        with respect to any Joint Venture at any time, the fraction, expressed as
        a
        percentage, obtained by dividing (a) the total value of all Equity Interests
        in
        such Joint Venture held by the General Partner and any of its Subsidiaries
        by
        (b) the total value of all outstanding Equity Interests in such Joint Venture
        at
        such time. 

       

      (xviii) “LA
        Downtown Office Real Property”
means
        the Office Real Property listed on Schedule
        I
        hereto
        and other Office Real Property acquired by the Guarantor and its Subsidiaries
        of
        a substantially similar type located in the central business district of
        downtown Los Angeles.

       

      (xix) “Leverage
        Ratio”
means
        the ratio, expressed as a percentage, of (a) Debt for Borrowed Money of the
        General Partner and its Subsidiaries to (b) Total Asset Value, in each case
        as
        at the end of the most recently ended fiscal quarter of the General
        Partner.

       

      (xx) “Lien”
means
        any lien, security interest or other charge or encumbrance of any kind, or
        any
        other type of preferential arrangement, including, without limitation, the
        lien
        or retained security title of a conditional vendor and any easement, right
        of
        way or other encumbrance on title to real property.

       

      (xxi) “Mortgage
        Financing”
means
        the issuance of CMBS or other commercial mortgage financing, mezzanine
        financing, Preferred Interests and similar Real Property related financing
        entered into by any Subsidiary of Guarantor (other than the Term B Borrower)
        that is directly or indirectly collateralized by, or in the case of Preferred
        Interests, that directly or indirectly derive their value from, Real Property
        or, in each case, any Refinancing Debt incurred to refinance such Mortgage
        Financing.

       

      (xxii) “Net
        Operating Income”
means,
        with respect to any Real Property for any period, the total rental and other
        income from the operation of such Real Property for such period, after deducting
        all expenses and other proper charges incurred by the Guarantor in connection
        with the operation and maintenance of such Real Property during such period,
        including, without limitation, management fees, real estate taxes and bad
        debt
        expenses, but before payment or provision for debt service charges, income
        taxes
        and depreciation, amortization and other non-cash expenses, in each case
        for
        such period, all as determined in accordance with GAAP.

       

       


      
        
           

          
          

        

        
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      (xxiii) “Obligation”
means,
        with respect to any Person, any payment, performance or other obligation
        of such
        Person of any kind, including, without limitation, any liability of such
        Person
        on any claim, whether or not the right of any creditor to payment in respect
        of
        such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent,
        matured, disputed, undisputed, legal, equitable, secured or unsecured, and
        whether or not such claim is discharged, stayed or otherwise affected by
        any
        proceeding. 

       

      (xxiv) “Office
        Real Property”
means
        Real Property (exclusive of any Development Property) that is an office building
        or a structure from which commercial businesses operate.

       

      (xxv) “Other
        Real Property”
means
        Real Property that is neither Hotel Real Property nor Office Real Property
        nor
        Retail Real Property.

       

      (xxvi) “Preferred
        Interests” means,
        with respect to any Person, Equity Interests issued by such Person that are
        entitled to a preference or priority over any other Equity Interests issued
        by
        such Person upon any distribution of such Person's property and assets, whether
        by dividend or upon liquidation.

       

      (xxvii) “Real
        Property”
means
        all right, title and interest of Person in and to any
        land
        and any improvements located thereon, together with all equipment, furniture,
        materials, supplies and personal property in which such Person has an interest
        now or hereafter located on or used in connection with such land and
        improvements, and all appurtenances, additions, improvements, renewals,
        substitutions and replacements thereof now or hereafter acquired by such
        Person.

       

      (xxviii) “Refinancing
        Debt”
means,
        with respect to any Debt, any Debt extending the maturity of, or refunding
        or
        refinancing, in whole or in part, such Debt.

       

      (xxix) “Retail
        Real Property”
means
        Real Property that is operated primarily or is intended to be operated primarily
        as a retail complex or retail center.

       

      (xxx) “Synthetic
        Debt”
means
        the monetary obligation of a Person under (a) a so-called synthetic, off-balance
        sheet or tax retention lease, or (b) an agreement for the use or possession
        of
        property creating obligations that do not appear on the balance sheet of
        such
        Person (excluding operating leases) but which upon the insolvency or bankruptcy
        of such Person, would be characterized as the indebtedness of such Person
        (without regard to accounting treatment).

       

      (xxxi) “Tangible
        Net Worth”
means
        the amount by which Consolidated total tangible assets exceeds Consolidated
        total liabilities, in each case, of the Guarantor and its
        Subsidiaries.

       

       


      
        
           

          
          

        

        
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      (xxxii) “Term
        B Borrower”
means
        Maguire Properties Holdings I, LLC. 

       

      (xxxiii) “Term
        B Facility”
means
        the Term B Facility available under that certain Credit Agreement, dated
        as of
        March 15, 2005, among Maguire Properties, Inc., Guarantor, certain subsidiaries
        thereof, the lenders party thereto, and Credit Suisse First Boston, as
        Administrative Agent, Collateral Agent, Sole Lead Arranger and Sole Bookrunner.
        

       

      (xxxiv) “Total
        Asset Value”
means,
        on any date of determination, the sum of the Asset Values for all Real Property
        at such date.

       

      (xxxv) “Transaction
        Costs”
means
        the fees and expenses incurred in connection with the “Transaction” described in
        the Credit Agreement, dated as of March 15, 2005, among Maguire Properties,
        Inc., Guarantor, certain subsidiaries thereof, the lenders party thereto,
        and
        Credit Suisse First Boston, as Administrative Agent, Collateral Agent, Sole
        Lead
        Arranger and Sole Bookrunner, up to an aggregate amount of approximately
        $25,000,000.

       

      (f)
         Notwithstanding
        the definition of Applicable Capitalization Rate under the foregoing provisions
        of this Section
        3.04
        and as
        otherwise provided under this Section
        3.04,
        for so
        long as Guarantor maintains a primary credit facility under which Guarantor
        obtains financing for its general corporate purposes (a “Primary
        Credit Facility”)
        that
        includes financial covenants which are based upon the value of the assets
        of
        Guarantor, and such assets are valued based upon the capitalization of income
        streams from the assets of Guarantor in accordance with certain capitalization
        rates, the Administrative Agent agrees that the capitalization rates utilized
        in
        determining the valuation of the different classes of assets, the values
        of
        which are to be included within the Total Asset Value of Guarantor, shall
        be
        valued based upon the capitalization rates set forth in such Primary Credit
        Facility. As of the Closing Date, such capitalization rates are the rates
        that
        are utilized in valuing the assets of Guarantor for purposes of the leverage
        ratio covenant set forth under that certain Credit Agreement, dated as of
        March
        15, 2005, among Maguire Properties, Inc., Guarantor, certain subsidiaries
        thereof, the lenders party thereto, and Credit Suisse First Boston, as
        Administrative Agent, Collateral Agent, Sole Lead Arranger and Sole Bookrunner
        (the “Revolver
        Credit Agreement”);
        provided,
        however,
        that
        (A) in the event that the capitalization rates utilized in determining the
        value
        of the assets of Guarantor for purposes of the leverage ratio covenant in
        the
        Revolver Credit Agreement are amended, or the Revolver Credit Agreement is
        replaced by a Primary Credit Facility that includes financial covenants which
        are based upon the value of the assets of Guarantor, and such assets are
        valued
        based upon the capitalization of income streams from the assets of Guarantor
        in
        accordance with certain capitalization rates, the Administrative Agent agrees,
        that the capitalization rates utilized in determining the valuation of the
        different classes of assets, the values of which are to be included within
        the
        Total Asset Value of Guarantor, shall be valued based upon the capitalization
        rates set forth in such amended Revolver Credit Agreement or then effective
        Primary Credit Facility, as the case may be; and (B) in the event that the
        Revolver Credit Agreement or the then effective Primary Credit Facility is
        amended to delete the financial covenants which are based upon the value
        of the
        assets of Guarantor, and such assets are no longer valued based upon the
        capitalization of income streams from the assets of Guarantor in accordance
        with
        certain 

       


      
        
           

          
          

        

        
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      capitalization
        rates, or the Revolver Credit Agreement or the then effective Primary Credit
        Facility is terminated and not replaced by a new Primary Credit Facility
        containing financial covenants which are based upon the value of the assets
        of
        Guarantor, and such assets are valued based upon the capitalization of income
        streams from the assets of Guarantor in accordance with certain capitalization
        rates, as the case may be, the Administrative Agent shall continue to value
        the
        Total Asset Value of Guarantor based upon the capitalization rates set forth
        in
        the terminated Revolver Credit Agreement or last effective Primary Credit
        Facility, as the case may be.

       

      3.05. Change
        in Control.
        Guarantor shall not permit any Change in Control to occur.

       

      3.06. Inspection
        of Books and Records; Discussions.
        Guarantor shall keep proper books of records and account in which full, true
        and
        correct entries in conformity with GAAP and all Applicable Law shall be made
        of
        all dealings and transactions in relation to its business and activities;
        and
        shall permit representatives of the Administrative Agent and any Lender,
        during
        normal business hours, to examine and make abstracts from any of its books
        and
        records, and to discuss the business, operations, properties and financial
        and
        other condition of Guarantor and subsidiaries of Guarantor with officers
        and
        employees of Guarantor and subsidiaries of Guarantor and with its independent
        certified public accountants. 

       

      3.07. Disposition
        of Assets.
        Guarantor shall not at any time enter into any transaction providing for
        the
        sale, transfer, encumbrance, pledge, mortgage or other disposition of any
        assets
        (or the future income therefrom), or otherwise dispose of any property (whether
        by assignment, gift or creation of a trust or otherwise), other than for
        fair
        value and provided that such sale, transfer, encumbrance, pledge mortgage
        or
        other disposition would not reasonably be expected to have a Material Adverse
        Effect on Guarantor and other than as provided for under the Loan
        Agreement.

      


      3.08. Loan
        Agreement Covenants.
        Guarantor shall comply with all of the Borrower’s covenants set forth in
Article
        9
        of the
        Loan Agreement to the extent they apply to Guarantor (i.e., such covenants
        whereby the Borrower has agreed that Guarantor will take or not take some
        action), or that apply to Guarantor as a “Borrower Party” or as “Borrower’s
        Managing Member.”

      


      3.09. Payment
        Obligations of Guarantor.
        Guarantor shall, and will cause each of its subsidiaries to, pay, discharge
        or
        otherwise satisfy at or before maturity or before they become delinquent,
        as the
        case may be, all its recourse Debt obligations of whatever nature, where
        such
        failure to so pay, discharge or satisfy would, in the aggregate with all
        such
        failures, reasonably be expected to have a Material Adverse Effect, except
        where
        the amount or validity thereof is currently being contested in good faith
        by
        appropriate proceedings and reserves in conformity with GAAP with respect
        thereto have been provided on the books of Guarantor.

       

      3.10. Maintenance
        of Property Interest; Insurance.
        Guarantor shall, and will cause each of its subsidiaries to, (a) keep and
        maintain all property material to the conduct of its business in good working
        order and condition, casualty, condemnation and ordinary wear and tear excepted,
        and promptly repair or replace such property following any damage thereto
        in
        each case where the failure to do so would, in the aggregate, reasonably
        be
        expected to have a 

       


      
        
           

          
          

        

        
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      Material
        Adverse Effect, and (b) subject to Section
        3.1
        of the
        Loan Agreement, maintain, with financially sound and reputable insurance
        companies, insurance in such amounts and against such risks as are customarily
        maintained by companies engaged in the same or similar businesses operating
        in
        the same or similar locations where the failure to do so would, in the
        aggregate, reasonably be expected to have a Material Adverse
        Effect.

       

      3.11. Transactions
        with Affiliates.
        Guarantor shall not enter into or permit any subsidiary of Guarantor to enter
        into any transaction (including, without limitation, the purchase, sale or
        exchange of property or the rendering of any service) with any Affiliate
        of
        Guarantor other than at arm’s-length rates and terms.

       

      Section
        4. No
        Waiver.
        No
        failure on the part of the Administrative Agent or the Lenders to exercise,
        no
        delay in exercising, and no course of dealing with respect to, any right
        or
        remedy hereunder will operate as a waiver, thereof; nor will any single or
        partial exercise or any right or remedy hereunder preclude any other or further
        exercise thereof or the exercise of any other right or remedy.

      


      Section
        5. Miscellaneous.

       

      5.01. Governing
        Law.
        THIS
        GUARANTY IS TO BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL
        LAWS
        OF THE STATE OF CALIFORNIA (AS PERMITTED BY SECTION 1646.5 OF THE CALIFORNIA
        CIVIL CODE OR ANY SIMILAR SUCCESSOR PROVISION), WITHOUT GIVING EFFECT TO
        ANY
        CHOICE OF LAW RULE THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY
        JURISDICTION OTHER THAN THE INTERNAL LAWS OF THE STATE OF CALIFORNIA TO GOVERN
        THE RIGHTS AND DUTIES OF THE PARTIES.

       

      


      5.02. Submission
        to Jurisdiction.
        

       

      (a) ANY
        LEGAL
        SUIT, ACTION OR PROCEEDING AGAINST ADMINISTRATIVE AGENT, ANY LENDER OR GUARANTOR
        ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT ADMINISTRATIVE AGENT’S OPTION
        BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE COUNTY OF ORANGE, STATE
        OF
        CALIFORNIA, AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER
        HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION
        OR
        PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION
        OF ANY
        SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE
        AND APPOINT:

       

      Robert
        F.
        Maguire III 

      1733
        Ocean Avenue, 4th Floor 

      Santa
        Monica, CA 90401

      


      AS
        ITS
        AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND
        ALL
        PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY
        FEDERAL OR STATE COURT IN ORANGE COUNTY, CALIFORNIA, AND AGREES THAT SERVICE
        OF
        PROCESS UPON SAID 


      
        
           

          
          

        

        
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      AGENT
        AT
        SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR
        IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE
        SERVICE
        OF PROCESS UPON GUARANTOR , IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE
        STATE
        OF CALIFORNIA. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO ADMINISTRATIVE AGENT
        OF
        ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME
        AND
        FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE
        IN
        ORANGE COUNTY, CALIFORNIA (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED
        AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY
        DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE
        IN
        ORANGE COUNTY, CALIFORNIA OR IS DISSOLVED WITHOUT LEAVING A
        SUCCESSOR.

      


      (b) Nothing
        in this Section
        5.02
        shall
        affect the right of the Administrative Agent or any Lender to serve legal
        process in any other manner permitted by law or affect the right of the
        Administrative Agent or any Lender to bring any suit, action or proceeding
        against Guarantor or the property of Guarantor in the courts of any other
        jurisdictions.

      


      5.03. Notices.

       

      (a) Any
        notice required or permitted to be given under this Guaranty shall be in
        writing
        and either shall be (i) mailed by certified mail, postage prepaid, return
        receipt requested, (ii) sent by overnight air courier service, (iii) personally
        delivered to a representative of the receiving party, or (iv) sent by telecopy
        (provided an identical notice is also sent simultaneously by mail, overnight
        courier, or personal delivery as otherwise provided in this Section 5.03(a))
        to the
        intended recipient at the “Address for Notices” specified below. Any
        communication so addressed and mailed shall be deemed to be given on the
        earliest of (1)
        when
        actually delivered, (2)
        on the
        first Business Day after deposit with an overnight air courier service, or
        (3)
        on the
        third Business Day after deposit in the United States mail, postage prepaid,
        in
        each case to the address of the intended addressee, and any communication
        so
        delivered in person shall be deemed to be given when receipted for by, or
        actually received by the Administrative Agent, a Lender or Guarantor, as
        the
        case may be. If given by telecopy, a notice shall be deemed given and received
        when the telecopy is transmitted to the party’s telecopy number specified above,
        and confirmation of complete receipt is received by the transmitting party
        during normal business hours or on the next Business Day if not confirmed
        during
        normal business hours, and an identical notice is also sent simultaneously
        by
        mail, overnight courier, or personal delivery as otherwise provided in this
        Section 5.03(a).
        Any
        party may designate a change of address by written notice to each other party
        by
        giving at least ten (10) days’ prior written notice of such change of address.
        Unless otherwise expressly provided herein, Guarantor shall only be required
        to
        send notices, requests, demands, statements, authorizations, approvals,
        directions, consents and other communications to the Administrative Agent
        on
        behalf of all of the Lenders.

       

      (b) Notices
        and other communications to the Lenders hereunder may be delivered or furnished
        by electronic communications pursuant to procedures approved by the
        Administrative Agent. The Administrative Agent or Guarantor may, in its
        discretion, agree to 

       


      
        
           

          
          

        

        
          25

          
            

          

        

        
          
          

        

      


      


       

      accept
        notices and other communications to it hereunder by electronic communications
        pursuant to procedures approved by it; provided
        that
        approval of such procedures may be limited to particular notices or
        communications.

       

      Addresses
        for Notices:

      


      If
        to
        Guarantor:

       

      Maguire
        Properties, L.P. 

      1733
        Ocean Avenue, Suite 400

      Santa
        Monica, California 90401

      Attention:
        Paul S. Rutter and Robert F. Maguire III

      Facsimile
        No.: (213)
        533-5100

      


      With
        copies to:

      


      Gilchrist
        & Rutter Professional Corp.

      1299
        Ocean Avenue, Suite 900

      Santa
        Monica, California 90401

      Attention:
        Jonathan S. Gross

      Facsimile
        No.: (310) 394-4700

      


      If
        to the
        Administrative Agent: 

      


      Eurohypo
        AG, New York Branch

      1114
        Avenue of the Americas

      New
        York,
        New York 10036

      Attention:
        Legal Director

      Telecopier
        No.: (866)
        267-7680

      


      With
        copies to:

      


      Eurohypo
        AG, New York Branch

      1114
        Avenue of the Americas

      New
        York,
        New York 10036

      Attention:
        Head of Portfolio Operations

      Telecopier
        No.: (866)
        267-7680

      


      -
        and
        -

      


      Morrison
        & Foerster LLP

      555
        West
        Fifth Street, Suite 3500

      Los
        Angeles, California 90013

      Attention:
        Thomas R. Fileti, Esq.

      Telecopier
        No.: (213) 892-5454

      



      
        
           

          
          

        

        
          26

          
            

          

        

        
          
          

        

      


      


      5.04. Expenses.
        If any
        suit or other proceeding is instituted by the Administrative Agent (on behalf
        of
        the Lenders) to enforce this Guaranty (or any portion hereof), Guarantor
        shall
        pay, upon demand, all of the costs and expenses (including, without limitation,
        reasonable attorneys’ fees and disbursements) incurred by the Administrative
        Agent and/or the Lenders, in each case to the extent provided in Section
        12.5
        of the
        Loan Agreement; provided,
        however,
        that
        such costs and expenses shall not be in duplication of any costs and expenses
        paid by Borrower. The obligations of Guarantor under this Section
        5.04
        shall
        survive the expiration, release or termination of this Guaranty.

      


      5.05. Amendments,
        Etc.
        The
        terms of this Guaranty may be waived, modified and amended only by an instrument
        in writing duly executed by Guarantor and the Administrative Agent (with
        any
        required consent of the Lenders pursuant to the Loan Agreement). Any such
        waiver, modification or amendment shall be binding upon the Administrative
        Agent, each Lender, each holder of any of the Notes and Guarantor.

      


      5.06. Successors
        and Assigns.
        This
        Guaranty shall be binding upon and inure to the benefit of the respective
        successors and assigns of Guarantor, the Administrative Agent, the Lenders
        and
        any holder of any of the Notes (provided,
        however,
        that
        Guarantor shall not assign or transfer its rights or obligations hereunder
        without the prior written consent of the Administrative Agent and the Lenders).
        Without notice to or the consent of Guarantor, the Administrative Agent and
        any
        Lender may disclose any and all information in its possession concerning
        Guarantor, this Guaranty and any security for this Guaranty to any actual
        or
        prospective purchaser of any securities issued or to be issued by the
        Administrative Agent and to any actual or prospective purchaser, assignee
        or
        pledgee of any participation or other interest in the Loans, the Guaranteed
        Obligations and this Guaranty.

      


      5.07. Agents.
        The
        Administrative Agent may employ contractors, subcontractors and other agents
        in
        connection herewith.

      


      5.08. Event
        of Default.
        Any one
        or more of the following events shall constitute an “Event of Default” under
        this Guaranty:

       

      (a) Guarantor
        shall fail to pay any monetary obligations due to the Administrative Agent
        or
        the Lenders hereunder within five (5) Business Days following delivery by
        the
        Administrative Agent of a written demand for such payment; or

       

      (b) Guarantor
        shall default in the performance of any of its obligations under Section
        3.02
        or
Section
        3.04;
        or


       

      (c) Guarantor
        and/or any of its Affiliates shall default in the payment when due of any
        principal of or interest on any of its (i) recourse Debt in excess of
        $15,000,000 or (ii) non-recourse Debt in excess of $100,000,000, and
        such
        default shall not be cured within any applicable notice or cure period provided
        with respect to such Debt; or any event specified in any note, agreement,
        indenture or other document evidencing or relating to any such Debt shall
        occur
        if the effect of such event is to cause, or to permit the holder or holders
        of
        such Debt to cause, such Indebtedness to become due, or to be prepaid in
        full
        (whether by redemption, purchase, offer to purchase or otherwise), prior
        to its
        stated maturity;
        or

       

       


      
        
           

          
          

        

        
          27

          
            

          

        

        
          
          

        

      


      


       

      (d) An
“Event
        of Default” defined in the Loan Agreement arising out of any occurrences or
        events, which by their express terms apply to Guarantor (either by reference
        to
        a “Guarantor” or to a “Borrower Party”), described in Sections
        10.11,
        10.12,
        10.14,
        10.15
        or
10.17
        of the
        Loan Agreement; or

       

      (e) Any
        representation or warranty made by Guarantor proves to be untrue in any material
        respect when made or deemed made; or

       

      (f) Any
        default under any of the other terms, covenants or conditions of this Guaranty
        (other than as described elsewhere in this Section
        5.08),
        which
        continues for ten (10) days after notice by the Administrative Agent to
        Guarantor; provided,
        however,
        Guarantor shall have an additional thirty (30) days to cure such failure if
        (1) such failure does not involve the failure to make payments on a
        monetary obligation; (2) such failure cannot reasonably be cured within
        ten (10) days; (3) Guarantor is diligently undertaking to cure such
        default, and (4) Guarantor has provided the Administrative Agent with
        security reasonably satisfactory to the Administrative Agent against any
        interruption of payment or impairment of collateral as a result of such
        continuing failure; or 

       

      (g) The
        occurrence of an “Event of Default” under (as such term is defined in) any other
        guaranty delivered by Guarantor to the Administrative Agent for the benefit
        of
        the Lenders in connection with the Loans. 

       

      5.09. Headings.
        The
        captions and section headings appearing herein are included solely for
        convenience of reference and are not intended to affect the interpretation
        of
        any provision of this Guaranty.

      


      5.10. Counterparts.
        This
        Guaranty may be executed in any number of counterparts, all of which taken
        together shall constitute one and the same instrument and either of the parties
        hereto may execute this Guaranty by signing any such counterpart.

      


      5.11. Severability.
        If any
        provision of this Guaranty shall be held by any court of competent jurisdiction
        to be unlawful, void or unenforceable for any reason as to any Person or
        circumstance, such provision or provisions shall be deemed severable from
        and
        shall in no way affect the enforceability and validity of the remaining
        provisions of this Guaranty.

      


      5.12. WAIVER
        OF JURY TRIAL; COUNTERCLAIM.
        TO THE EXTENT PERMITTED BY LAW, EACH OF GUARANTOR, THE ADMINISTRATIVE AGENT
        AND
        THE LENDERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
        APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
        ARISING OUT OF OR RELATING TO THIS GUARANTY. GUARANTOR FURTHER HEREBY
        IRREVOCABLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY LEGAL PROCEEDING
        BROUGHT BY OR ON BEHALF OF THE ADMINISTRATIVE AGENT OR THE LENDERS WITH RESPECT
        TO THIS GUARANTY OR OTHERWISE IN RESPECT OF THE LOANS, ANY AND EVERY RIGHT
        GUARANTOR MAY HAVE TO (A) INTERPOSE ANY COUNTERCLAIM THEREIN, OTHER THAN
        A
        COMPULSORY COUNTERCLAIM, AND (B) HAVE THE SAME CONSOLIDATED 


      
        
           

          
          

        

        
          28

          
            

          

        

        
          
          

        

      


      


      WITH
        ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING CONTAINED IN THE
        IMMEDIATELY PRECEDING SENTENCE SHALL PREVENT OR PROHIBIT GUARANTOR FROM
        INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST THE ADMINISTRATIVE AGENT
        OR
        THE LENDERS WITH RESPECT TO ANY ASSERTED CLAIM. 

      


      [signature
        page follows]


      
        
           

          
          

        

        
          29

          
            

          

        

        
          
          

        

      


      


      IN
        WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly executed and
        delivered as of the day and year first above written.

      


      MAGUIRE
        PROPERTIES, L.P.,
        a
Maryland
        limited partnership

      


      


      
        	 	
                By:

              	
                MAGUIRE
                  PROPERTIES, INC.,
                  a
                  Maryland corporation, its general
                  partner

              


      

      


      By:
        _____________________________

      Name:
        __________________________

      Its:
        _____________________________

      


       

      Address
        for Notices:

      Maguire
        Properties, L.P.

      1733
        Ocean Avenue

      Suite
        400

      Santa
        Monica, California 90401

      Attention:
        Paul
        S.
        Rutter and Robert F. Maguire III

      Telecopier
        No. (213) 533-5100

      


      With
        a
        copy to:

      Gilchrist
        & Rutter Professional Corp.

      1299
        Ocean Avenue

      Suite
        900

      Santa
        Monica, California 90401

      Attention:
        Jonathan S. Gross, Esq.

      Telecopier
        No. (310) 394-4700