GUARANTY OF PAYMENT

Exhibit 10.10

GUARANTY OF PAYMENT

          GUARANTY OF PAYMENT (this “ Guaranty ”), made as of June 23, 2006, jointly and severally by AMB PROPERTY, L.P. (“ AMB LP ”), a Delaware limited partnership, having an address at Pier 1, Bay 1, San Francisco, California 94111, and AMB PROPERTY CORPORATION (“ AMB Corporation ”), a Maryland corporation, having an address at Pier 1, Bay 1, San Francisco, California 94111 (collectively, the “ Guarantors ”), for the benefit of SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent and Sole Lead Arranger and Bookmanager (the “ Administrative Agent ”), for the banks (the “ Banks ”) that are from time to time parties to that certain Amended and Restated Revolving Credit Agreement (the “ Credit Agreement ”), dated as of the date hereof, among AMB Japan Finance Y.K. (the “ Initial Borrower ”), the Initial Qualified Borrowers (as defined in the Credit Agreement), the Guarantors, the Banks and the Administrative Agent.

WITNESSETH:

          WHEREAS, the Banks have agreed to make loans to Initial Borrower and the Initial Qualified Borrowers and to one or more Qualified Borrowers for so long as such entities remain Qualified Borrowers under the Credit Agreement (Initial Borrower, Initial Qualified Borrowers and such Qualified Borrowers are hereinafter referred to collectively as the “ Borrowers ”) in the aggregate principal amount not to exceed Forty-Five Billion Yen (JPY45,000,000,000), which amount may be increased to an aggregate principal amount not to exceed Fifty-Five Billion Yen (JPY55,000,000,000) (hereinafter collectively referred to as the “ Loans ”);

          WHEREAS, the Loans are and will be evidenced by (i) certain promissory notes of Initial Borrower, and each Qualified Borrower that is not a TMK, made to Administrative Agent or to each of the Banks in accordance with Section 2.6 of the Credit Agreement and (ii) certain qualified borrower undertakings of each Qualified Borrower that is a TMK made to Administrative Agent or to each of the Banks in accordance with Section 2.6 of the Credit Agreement (collectively, the “ Notes ”):

          WHEREAS, the Credit Agreement, the Security Documents, the Notes and any other documents executed in connection therewith are hereinafter collectively referred to as the “ Loan Documents ”;

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

          WHEREAS, each of AMB LP and AMB Corporation is the direct or indirect owner of equity interests of the Initial Borrower and each Qualified Borrower;

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

          NOW THEREFORE, in consideration of the premises and the benefits to be derived from the making of the Loans by the Banks to the Borrowers, and in order to induce the Administrative Agent and the Syndication Agent and the Banks to enter into the Credit Agreement and the other Loan Documents, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantors hereby agree as follows:

          1. Each Guarantor, on behalf of itself and its successors and assigns, hereby irrevocably, absolutely and unconditionally guarantees the full and punctual payment when due, whether at stated maturity or otherwise, of all Obligations of the Borrowers now or hereafter existing under the Notes and the Credit Agreement, and any and all reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by the Administrative Agent and/or the Banks in enforcing their rights under this Guaranty (all of the foregoing obligations being the “ Guaranteed Obligations ”).

          2. It is agreed that the Guaranteed Obligations of each Guarantor hereunder are primary, and this Guaranty shall be enforceable, jointly and severally, against each Guarantor and its respective successors and assigns without the necessity for any suit or proceeding of any kind or nature whatsoever brought by the Administrative Agent or any of the Banks against one or more of the Borrowers or their respective successors or assigns or any other party or against any security for the payment and performance of the Guaranteed Obligations and without the necessity of any notice of non-payment or non-observance or of any notice of acceptance of this Guaranty or of any notice or demand to which the Guarantors might otherwise be entitled (including, without limitation, diligence, presentment, notice of maturity, extension of time, change in nature or form of the Guaranteed Obligations, acceptance of further security, release of further security, imposition or agreement arrived at as to the amount of or the terms of the Guaranteed Obligations, notice of adverse change in any Borrower’s financial condition and any other fact which might materially increase the risk to each Guarantor), all of which each Guarantor hereby expressly waives; and each Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of each Guarantor hereunder shall in no way be terminated, affected, diminished, modified or impaired by reason of the assertion of or the failure to assert by the Administrative Agent or any of the Banks against one or more of the Borrowers or their respective successors or assigns, any of the rights or remedies reserved to the Administrative Agent or any of the Banks pursuant to the provisions of the Loan Documents. Each Guarantor agrees that any notice or directive given at any time to the Administrative Agent or any of the Banks which is inconsistent with the waiver in the immediately preceding sentence shall be void and may be ignored by the Administrative Agent and the Banks, and, in addition, may not be pleaded or introduced as evidence in any litigation relating to this Guaranty for the reason that such pleading or introduction would be at variance with the written terms of this Guaranty, unless the Administrative Agent has specifically agreed otherwise in a writing, signed by a duly authorized officer. Each Guarantor specifically acknowledges and agrees that the foregoing waivers are of the essence of this transaction and that, but for this Guaranty and such waivers, the Administrative Agent and the Banks would not make the requested Loan to the Borrowers.

          3. Each Guarantor waives, and covenants and agrees that it will not at any time insist upon, plead or in any manner whatsoever claim or take the benefit or advantage of, any and all appraisal, valuation, stay, extension, marshaling-of-assets or redemption laws, or right of homestead or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by each Guarantor of its obligations under, or the enforcement by the Administrative Agent or any of the Banks of, this Guaranty. Each Guarantor further covenants and agrees not to set up or claim any defense, counterclaim, offset, setoff or other objection of any kind to any action, suit or proceeding in law, equity or otherwise, or to any demand or claim that may be instituted or made by the Administrative Agent or any of the Banks other than the defense of the actual timely payment and performance by the Borrowers of the Guaranteed Obligations hereunder; provided, however, that the foregoing shall not be deemed a waiver of each Guarantor’s right to assert any compulsory counterclaim, if such counterclaim is compelled under local law or rule of procedure, nor shall the foregoing be deemed a waiver of each Guarantor’s right to assert any claim which would constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against the Administrative Agent or any Bank in any separate action or proceeding. Each Guarantor represents, warrants and agrees that, as of the date hereof, its obligations under this Guaranty are not subject to any counterclaims, offsets or defenses against the Administrative Agent or any Bank of any kind.

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

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

     (a) any assignment, amendment, modification or waiver of or change in any of the terms, covenants, conditions or provisions of any of the Guaranteed Obligations or the Loan Documents or the invalidity or unenforceability of any of the foregoing; or

     (b) any extension of time that may be granted by the Administrative Agent to any Borrower, any Guarantor, or their respective successors or assigns, heirs, executors, administrators or personal representatives; or

     (c) any action which the Administrative Agent may take or fail to take under or in respect of any of the Loan Documents or by reason of any waiver of, or failure to enforce any of the rights, remedies, powers or privileges available to the Administrative Agent under this Guaranty or available to the Administrative Agent at law, equity or otherwise, or any action on the part of the Administrative Agent granting indulgence or extension in any form whatsoever; or

     (d) any sale, exchange, release, or other disposition of any property pledged, mortgaged or conveyed, or any property in which the Administrative Agent and/or the Banks have been granted a lien or security interest to secure any indebtedness of any Borrower to the Administrative Agent and/or the Banks; or

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

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

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

     (h) any improper disposition by any Borrower of the proceeds of the Loans, it being acknowledged by each Guarantor that the Administrative Agent or any Bank shall be entitled to honor any request made by any Borrower for a disbursement of such proceeds and that neither the Administrative Agent nor any Bank shall have any obligation to see the proper disposition by any Borrower of such proceeds.

          6. Each Guarantor agrees that if at any time all or any part of any payment at any time received by the Administrative Agent from any Borrower or any Guarantor under or with respect to this Guaranty is or must be rescinded or returned by the Administrative Agent or any Bank for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of any Borrower or any Guarantor), then such Guarantor’s obligations hereunder shall, to the extent of the payment rescinded or returned, be deemed to have continued in existence notwithstanding such previous receipt by such party, and such Guarantor’s obligations hereunder shall continue to be effective or reinstated, as the case may be, as to such payment, as though such previous payment had never been made.