New Century Guaranty re: 3161 Michelson dated 9/29/2006


    
      

    

    Exhibit
      10.3

    
 

    NEW
      CENTURY 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) New
      Century Occupancy Amount.
      Guarantor hereby absolutely, unconditionally and irrevocably guarantees to
      the
      Administrative Agent (on behalf of the Lenders) that New Century (or a
      Replacement Tenant as defined below) shall pay to Borrower 


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    when
      due
      all base rent and additional rent that is payable from time to time under the
      New Century Lease for the first sixty (60) months of the New Century Lease
      term
      (which amounts shall be payable regardless of whether or not such lease is
      in
      effect at such time) (the amount payable as described above is referred to
      herein as the “New
      Century Occupancy Amount”).
      The
      obligations of the Guarantor to pay the New Century Occupancy Amount are subject
      to the following limitations:

    


    (i) The
      obligations of the Guarantor to pay the New Century Occupancy Amount shall
      terminate in full on the earlier of:

    


    
      	 	
              (1)

            	
              the
                date on which at least ninety percent (90%) of the rentable square
                footage
                of the 3161 Michelson Building has been Occupied for six (6) consecutive
                months by tenants under Approved Leases having minimum lease terms
                of at
                least three (3) years; or 

            


    

    


    
      	 	
              (2)

            	
              the
                date on which (i) New Century or (ii) one or more replacement tenants
                approved by the Administrative Agent in its reasonable discretion
                in
                accordance with Section
                6.2
                of
                the Loan Agreement (each a “Replacement
                Tenant”)
                which enters into an Approved Lease for all of the premises covered
                by the
                New Century Lease (the “New
                Century Premises”)
                on terms at least equal to or better than those set forth in the
                New
                Century Lease (regardless of whether or not such lease is in effect
                at
                such time) (a “Replacement
                Lease”),
                takes possession of and commences to pay rent on the entire New Century
                Premises (inclusive of both the 2007 Space and the 2008 Space (as
                defined
                in the New Century Lease)) in accordance with the New Century Lease
                or
                Replacement Lease, as applicable. 

            


    

    


    (ii) The
      obligations of the Guarantor to pay the New Century Occupancy Amount shall
      terminate in part in the event that New Century or a Replacement Tenant takes
      possession and commences to pay rent in accordance with the terms of its
      respective lease of a portion (but not all) of the New Century Premises. In
      such
      case, the obligations of the Guarantor to pay the New Century Occupancy Amount
      thereafter shall be reduced to the amount of base rent and additional rent
      that
      New Century is obligated to pay for the first sixty (60) months of the New
      Century Lease term with respect to the portion of the New Century Premises
      as to
      which New Century or a Replacement Tenant has not taken possession or commenced
      to pay rent. 

    


    (iii) Within
      ninety (90) days following satisfaction of all Base Building Substantial
      Completion Conditions, Guarantor shall submit to the Administrative Agent
      information as to the percentage of the rentable square footage of the 3161
      Michelson Building (inclusive of the New Century Premises) that is leased to
      tenants pursuant to Approved Leases as of the Completion Date. Without limiting
      the provisions of clause
      (i)
      governing the termination of Guarantor’s obligations thereunder, if more than
      eighty percent (80%) of such rentable square footage is so leased, the
      obligations of the Guarantor to pay the New Century Occupancy Amount thereafter
      shall be reduced to 


    
      
         

        
        

      

      
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    such
      amount which is equal to the amount of base rent and additional rent that would
      be paid by New Century or a Replacement Tenant with respect a portion of the
      New
      Century Premises (determined for these purposes based on the full amount of
      such
      premises, even if New Century or a Replacement Tenant is not required to accept
      such premises except in installments over time) equal to the square footage
      which, when added to the rentable square footage of the 3161 Michelson Building
      which is leased to tenants pursuant to Approved Leases as of the Completion
      Date, would result in obligations from tenants to pay rent pursuant to Approved
      Leases and payments under this Guaranty on account of the New Century Occupancy
      Amount with respect to eighty percent (80%) (but not greater than eighty percent
      (80%)) of the rentable square footage of the 3161 Michelson Building from and
      after the Completion Date. 

    


    (iv) Notwithstanding
      anything in this Guaranty to the contrary, Guarantor’s aggregate liability for
      the New Century Occupancy Amount shall not exceed an amount equal to the
      payments of base rent and additional rent from time to time due under the New
      Century Lease (regardless of whether or not such lease is in effect at such
      time) for a period in excess of the first sixty (60) months of the New Century
      Lease term.

    


    (b) New
      Century Credit Support Amounts.
      Guarantor hereby absolutely, unconditionally and irrevocably guarantees to
      the
      Administrative Agent (on behalf of the Lenders) that New Century (or a
      Replacement Tenant) shall pay to Borrower when due all base rent and additional
      rent that is payable from time to time under the New Century Lease (which
      amounts shall be payable regardless of whether or not such lease is in effect
      at
      such time) (i) at any time during the term of the Loan that New Century’s or any
      Replacement Tenant’s credit rating is downgraded below “BB” by Standard and
      Poor’s Credit Rating Service, a division of McGraw-Hill Companies Inc. or “B1”
by Moody’s Investors Services, and (ii) if any such base rent or additional rent
      from time to time owing by New Century or such Replacement Tenant under the
      New
      Century Lease or a Replacement Lease, as applicable (regardless of whether
      or
      not such lease is in effect at such time), is not paid within sixty (60) days
      of
      the date when due (the amount payable pursuant to this paragraph is referred
      to
      herein as the “New
      Century Credit Support Amount”).
      If
      New Century or a Replacement Tenant does not pay rent owed under the New Century
      Lease or Replacement Lease, as applicable, within sixty (60) days of when it
      became due and the conditions in clause
      (i)
      have
      occurred (such event is referred to herein as a “Credit
      Guaranty Trigger Event”),
      then
      Guarantor shall either
      (i) pay the New
      Century Credit Support Amount, for application to the principal balance of
      the
      Loans, or (ii) deliver
      a
      Collateral Letter of Credit to the Administrative Agent or make a cash deposit
      to a Controlled Account as additional collateral for the Loans in which case
      the
New
      Century Credit Support Amount will be reduced by the amount of such Collateral
      Letter of Credit or cash deposit. While any Event of Default exists under the
      Loan Documents, Administrative
      Agent shall have the right to draw on such Collateral Letter of Credit for
      reduction of the principal balance of the Loans and to apply the amount of
      any
      such cash deposit to reduce the principal balance of the Loans. Notwithstanding
      anything in this Guaranty to the contrary, Guarantor’s aggregate liability for
      the New Century Credit Support Amount shall not exceed an amount equal to twelve
      (12) monthly payments of base rent and additional rent from time to time due
      under the New Century Lease (regardless of whether or not such lease is in
      effect at such time). 

    



    
      
         

        
        

      

      
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    (c) Project
      Amenities Shortfall Amount.
      Guarantor hereby absolutely, unconditionally and irrevocably assumes
      liability for, agrees to pay, and guarantees payment to the Administrative
      Agent
      (on behalf of the Lenders) of, an
      amount
      equal to each monthly credit against New Century’s obligation to pay Rent (as
      defined in the New Century Lease) under the New Century Lease (regardless of
      whether or not such lease is in effect at such time, unless the New Century
      Lease is replaced by a Replacement Lease that does not include the Rent
      Shortfall provision as a result of the failure of the Project Amenities to
      be
      completed) taken by New Century pursuant to Section 34 of the New Century Lease
      (each such credit, a “Rent
      Shortfall”)
      arising as a result the failure of any of the Project Amenities (as described
      in
      Section 34 of the New Century Lease) to be completed in accordance with the
      terms of the New Century Lease. Each such Rent Shortfall amount shall be paid
      by
      Guarantor on a monthly basis as each such credit is taken within twenty (20)
      Business Days after the date on which such Rent Shortfall amount would have
      been
      due had such credit not been taken; provided, however, Guarantor’s payment of
      such Rent Shortfall amounts shall terminate as of the date the Project Amenities
      which were not completed and which triggered the Rent Shortfall are completed
      in
      accordance with the terms of the New Century Lease. If any of the Project
      Amenities have not been completed at any time on or prior to 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) (each such date is referred to herein as
      the
“Rent
      Shortfall Acceleration Date”),
      Guarantor hereby absolutely, unconditionally and irrevocably guarantees to
      pay
      to the Administrative Agent (on behalf of the Lenders), in lieu of any further
      payments of the Rent Shortfall amount pursuant to the preceding provisions,
      an
      amount (sometimes referred to herein as the “Rent
      Shortfall Acceleration Amount”),
      as
      determined by the Administrative Agent in its sole and absolute discretion,
      equal to the difference, on a monthly basis over the remaining term of the
      New
      Century Lease from and after the Rent Shortfall Acceleration Date, of (i) the
      amount of the Rent (as defined in the New Century Lease) that would have been
      paid during such remaining term had such Project Amenity been completed in
      accordance with Section 34 of the New Century Lease minus (ii) the amount of
      such Rent that would be paid during such remaining term without such Project
      Amenity completed, and assuming that all applicable rent credits available
      to
      New Century under Section 34 of the New Century Lease on account thereof shall
      be taken. Each payment of any Rent Shortfall amount and the Rent Shortfall
      Acceleration Amount shall be applied by the Administrative Agent and the Lenders
      in reduction of the principal balance of the Loans. The amounts payable by
      Guarantor pursuant to this paragraph
      (c)
      are
      collectively referred to herein as the “Project
      Amenities Shortfall Amount.”
      

    


    The
      obligations of Guarantor with respect to the New Century Occupancy Amount,
      the
      New Century Occupancy Amount and the Project Amenities Shortfall Amount pursuant
      to paragraphs
      (a),
      (b)
      and
(c)
      of this
Section
      1.01
      are,
      collectively, the “Guaranteed
      Obligations”.
      Guarantor hereby further agrees that if the Borrower shall fail to pay 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.

    



    
      
         

        
        

      

      
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    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 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 


    
      
         

        
        

      

      
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    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 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 


    
      
         

        
        

      

      
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    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 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



    
      
         

        
        

      

      
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    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
      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 


    
      
         

        
        

      

      
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    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 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 


    
      
         

        
        

      

      
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    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 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 


    
      
         

        
        

      

      
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    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.

    


    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



    
      
         

        
        

      

      
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    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.

    


    (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



    
      
         

        
        

      

      
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    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.

    


    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 

     


    
      
         

        
        

      

      
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    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.

    


    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 


    
      
         

        
        

      

      
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    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;

     

    (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 

     


    
      
         

        
        

      

      
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    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%

     

    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

     

     


    
      
         

        
        

      

      
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    (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 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:

     

     


    
      
         

        
        

      

      
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    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 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 

     


    
      
         

        
        

      

      
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    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) 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 

     


    
      
         

        
        

      

      
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    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.

     

    (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 

     


    
      
         

        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    


     

    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.

     

    (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. 

     

     


    
      
         

        
        

      

      
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    (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.

     

    (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.
      

     

     


    
      
         

        
        

      

      
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    (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 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.

     

     


    
      
         

        
        

      

      
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    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 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, 

     


    
      
         

        
        

      

      
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    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 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
      


    
      
         

        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    


    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 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.

     


    
      
         

        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    


    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

    


    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 


    
      
         

        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    


    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

     

    (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 

     


    
      
         

        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    


     

    “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 WITH ANY OTHER
      OR
      SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING CONTAINED IN THE IMMEDIATELY
      PRECEDING SENTENCE SHALL PREVENT 


    
      
         

        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    


    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]


    
      
         

        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    


    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

    


    



    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Schedule
      I

    


    LA
      Downtown Office Real Property