Common use of Absolute and Unconditional Guaranty Clause in Contracts

Absolute and Unconditional Guaranty. The guaranty provided by Prologis under this Article XV is intended to be an irrevocable, absolute and continuing guaranty of payment and is not a guaranty of collection. This guaranty may not be revoked by Prologis. The liability of Prologis hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Affiliate Borrower whether executed by General Partner, Prologis, any other guarantor or by any other party, and the liability of Prologis hereunder is not affected or impaired by (a) any direction as to application of payment by any Affiliate Borrower or by any other party; or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations of any Affiliate Borrower; or (c) any payment on or in reduction of any such other guaranty or undertaking; or (d) any dissolution, termination or increase, decrease or change in personnel by any Affiliate Borrower; or (e) any payment made to any Credit Party on the Guaranteed Obligations which any such Credit Party repays to any Affiliate Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and Prologis waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. The guaranty and liability of Prologis hereunder shall in all respects be a continuing, irrevocable, absolute and unconditional guaranty of payment and performance and not only collectability, and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of any Affiliate Borrower, that at any time or from time to time no Guaranteed Obligations are outstanding or any other circumstance) until all Commitments have terminated and, subject to the last sentence of Section 15.1, all Guaranteed Obligations have been paid in full.

Absolute and Unconditional Guaranty. The guaranty provided by General Partner and Prologis under this Article XV is intended to be an irrevocable, absolute and continuing guaranty of payment and is not a guaranty of collection. This guaranty may not be revoked by General Partner or Prologis. The liability of each of General Partner and Prologis hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Affiliate Designated Borrower whether executed by General Partner, Prologis, any other guarantor or by any other party, and the liability of each of General Partner and Prologis hereunder is not affected or impaired by (a) any direction as to application of payment by any Affiliate Designated Borrower or by any other party; or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations of any Affiliate Designated Borrower; or (c) any payment on or in reduction of any such other guaranty or undertaking; or (d) any dissolution, termination or increase, decrease or change in personnel by any Affiliate Designated Borrower; or (e) any payment made to any Credit Party on the Guaranteed Obligations which any such Credit Party repays to any Affiliate Designated Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of General Partner and Prologis waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. The guaranty and liability of each of General Partner and Prologis hereunder shall in all respects be a continuing, irrevocable, absolute and unconditional guaranty of payment and performance and not only collectabilitycollectibility, and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of any Affiliate Designated Borrower, that at any time or from time to time no Guaranteed Obligations are outstanding or any other circumstance) until all Commitments have terminated and, subject to the last sentence of Section 15.1, all Guaranteed Obligations have been paid in full.

Absolute and Unconditional Guaranty. The guaranty provided by Prologis Guarantor fully, absolutely, irrevocably, and unconditionally guarantees to Nortel the due and punctual payment in full and complete and punctual performance of all of the obligations when due of Arris under this Article XV is intended and in accordance with the terms of the Limited Liability Company Agreement, including but not limited to the obligations of Arris to make, pursuant to Section 8.02 thereof (and subject to Section 8.02(b)), redemption payments to Nortel and/or any other Class B Member (all collectively, the "Guarantied Obligations"). Guarantor agrees that the Guarantied Obligations shall be an absolute, unconditional and irrevocable, absolute irrespective of the validity, regularity or enforceability of the underlying obligations, the absence of any action to enforce the same, the recovery of any judgment against Arris, any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of Guarantor, and continuing each such legal or equitable discharge is hereby irrevocably and forever waived. In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees that: (a) this Guaranty is a guaranty of payment when due and is not of collectibility; (b) subject to the Subordination Agreement, Nortel may enforce this Guaranty upon the occurrence and during the continuance of a guaranty breach of collection. This guaranty may not be revoked by Prologis. The liability the obligations of Prologis Arris; (c) the obligations of Guarantor hereunder is exclusive and are independent of the obligations of Arris under the Limited Liability Company Agreement, and, subject to the Subordination Agreement, a separate action or actions may be brought and prosecuted against Guarantor whether or not any security for action is brought against Arris and whether or other guaranty not Arris is joined in any such action or actions; and (d) a payment of a portion, but not all, of the Guaranteed Guarantied Obligations of any Affiliate Borrower whether executed by General PartnerGuarantor shall in no way limit, Prologisaffect, any other guarantor modify or by any other party, and abridge the liability of Prologis hereunder is Guarantor for any portion of the Guarantied Obligations that has not affected or impaired by (a) any direction as to application been paid. Guarantor hereby waives diligence, presentment, demand of payment by any Affiliate Borrower or by any other party; or (b) any other continuing or other guarantypayment, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations of any Affiliate Borrower; or (c) any payment on or in reduction of any such other guaranty or undertaking; or (d) any dissolution, termination or increase, decrease or change in personnel by any Affiliate Borrower; or (e) any payment made to any Credit Party on the Guaranteed Obligations which any such Credit Party repays to any Affiliate Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and Prologis waives any right to require a proceeding first against Arris, protest, notice and all demands whatsoever. Guarantor covenants that this Guaranty shall not be discharged except by the deferral or modification of its obligations hereunder by reason of any such proceeding. The guaranty and liability of Prologis hereunder shall in all respects be a continuing, irrevocable, absolute and unconditional guaranty of complete payment and full performance and not only collectabilityof the Guarantied Obligations or termination as provided in Section 4.5. If Nortel is required by any court or otherwise to return to Arris, and Guarantor, or any custodian, trustee or similar person acting in relation to Arris or Guarantor, any amount paid by or on behalf of Arris or Guarantor, this Subordinated Guaranty, to the extent theretofore discharged, shall remain be reinstated in full force and effect (notwithstandingas to such amount. Guarantor agrees that the Guarantied Obligations shall not be subject to any right of offset or counterclaim, without limitation, all of which are waived by Guarantor. Guarantor shall pay and perform all of the dissolution Guarantied Obligations immediately upon demand therefor. Any return on any portion of the Guarantied Obligations that accrues after the commencement of any Affiliate Borrowerproceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Arris (or, if interest on any portion of the Guarantied Obligations ceases to accrue by operation of law by reason of the commencement of said proceeding, such interest as would have accrued on such portion of the Guarantied Obligations if said proceeding had not been commenced) shall be included in the Guarantied Obligations because it is the intention of Guarantor and Nortel that at the Guarantied Obligations should be determined without regard to any time rule of law or from time to time no Guaranteed Obligations are outstanding or order that may relieve Arris of any other circumstance) until all Commitments have terminated and, subject to the last sentence portion of Section 15.1, all Guaranteed Obligations have been paid in fullsuch Guarantied Obligations.

Absolute and Unconditional Guaranty. The guaranty provided by Prologis Guarantors under this Article XV is intended to be an irrevocable, absolute and continuing guaranty of payment and is not a guaranty of collection. This guaranty may not be revoked by Prologiseither Guarantor. The liability of Prologis each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Affiliate Designated Borrower whether executed by General Partner, Prologisa Guarantor, any other guarantor or by any other partyPerson, and the liability of Prologis each Guarantor hereunder is not affected or impaired by (a) any direction as to application of payment by any Affiliate Designated Borrower or by any other partyPerson; or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party Person as to the Guaranteed Obligations of any Affiliate Designated Borrower; or (c) any payment on or in reduction of any such other guaranty or undertaking; or (d) any dissolution, termination or increase, decrease or change in personnel by any Affiliate Designated Borrower; or (e) any payment made to any Credit Party on the Guaranteed Obligations which any that such Credit Party repays to any Affiliate Designated Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and Prologis each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. The guaranty and liability of Prologis each Guarantor hereunder shall in all respects be a continuing, irrevocable, absolute and unconditional guaranty of payment and performance and not only collectabilitycollectibility, and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of any Affiliate Designated Borrower, that at any time or from time to time no Guaranteed Obligations are outstanding or any other circumstance) until all Commitments have terminated and, subject to the last sentence of Section 15.1, all Guaranteed Obligations have been paid in full.

Absolute and Unconditional Guaranty. The guaranty provided by Prologis Guarantors under this Article XV is intended to be an irrevocable, absolute and continuing guaranty of payment and is not a guaranty of collection. This guaranty may not be revoked by Prologiseither Guarantor. The liability of Prologis each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Affiliate Designated Borrower whether executed by General Partner, Prologisa Guarantor, any other guarantor or by any other partyPerson, and the liability of Prologis each Guarantor hereunder is not affected or impaired by (a) any direction as to application of payment by any Affiliate Designated Borrower or by any other partyPerson; or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party Person as to the Guaranteed Obligations of any Affiliate Designated Borrower; or (c) any payment on or in reduction of any such other guaranty or undertaking; or (d) any dissolution, termination or increase, decrease or change in personnel by any Affiliate Designated Borrower; or (e) any payment made to any Credit Party on the Guaranteed Obligations which any that such Credit Party repays to any Affiliate Designated Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and Prologis each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. The guaranty and liability of Prologis each Guarantor hereunder shall in all respects be a continuing, irrevocable, absolute and unconditional guaranty of payment and performance and not only collectability, and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of any Affiliate Designated Borrower, that at any time or from time to time no Guaranteed Obligations are outstanding or any other circumstance) until all Commitments have terminated and, subject to the last sentence of Section 15.1, all Guaranteed Obligations have been paid in full.. 16257277_9

Absolute and Unconditional Guaranty. The guaranty provided by Prologis under This Guaranty and the obligations of the Guarantors hereunder are not subject to any reduction, limitation, impairment, discharge or termination for any reason (other than the complete performance of payment obligations and the indefeasible payment in full of the Guaranteed Obligations), including, without limitation, the occurrence of any one or more of the following, whether or not such Guarantors shall have had notice or knowledge of any of them: (i) any change in the manner, place or terms of payment (including the currency thereof) of any of the Guaranteed Obligations; (ii) any settlement, compromise, release or discharge of, or acceptance or refusal of any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto or any subordination of the payment of the Guaranteed Obligations to the payment of any other obligations; (iii) any rescission, waiver, extension, renewal, alteration, amendment or modification of, or any consent to departure from, any of the terms or provisions of the Guaranteed Obligations or any agreement relating thereto, or any other guaranties or security for the Guaranteed Obligations, in each case whether or not in accordance with the terms thereof; (iv) the Guaranteed Obligations, this Article XV is intended Guaranty or any other agreement relating thereto at any time being found to be an irrevocableillegal, absolute invalid or unenforceable in any respect or the existence or invocation of any provision of applicable law or regulation purporting to prohibit the payment by RTM, Parent, Holdco, RTM Management, Newco One or Newco Two, as the case may be, of any of the Guaranteed Obligations; (v) any request or acceptance of other guaranties of the Guaranteed Obligations or the taking and continuing guaranty of payment and is not a guaranty of collection. This guaranty may not be revoked by Prologis. The liability of Prologis hereunder is exclusive and independent holding of any security for the payment of the Guaranteed Obligations, this Guaranty, or any other guaranty of the Guaranteed Obligations or any release, impairment, surrender, exchange, substitution, compromise, settlement, rescission or subordination thereof; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations; or any enforcement and application of any Affiliate Borrower whether executed security now or hereafter held by General Partner, Prologis, any other guarantor the Beneficiaries in respect of this Guaranty or by any other party, the Guaranteed Obligations and the liability of Prologis hereunder is not affected or impaired by (a) any direction as to application of payment by any Affiliate Borrower the order or by any other party; manner of sale thereof, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or the exercise of any other party right or remedy that the Beneficiaries may have with respect to any such security, as the Beneficiaries in their sole discretion may determine, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales; (vii) any failure or omission to exercise, assert or enforce, or any 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 Transaction Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranties of or any Affiliate Borrower; or security for the payment of the Guaranteed Obligations; (cviii) any payment on change in or in reduction reorganization of the corporate structure of RTM, Parent, Holdco, RTM Management, Newco One or Newco Two or any such other guaranty of their subsidiaries or undertaking; or (d) any dissolution, termination termination, consolidation or increasemerger or sale or other disposition, decrease whether or change not for fair consideration, of all or substantially all of the assets of any of the foregoing or any consent by each of the Beneficiaries thereto or to any restructuring of the Guaranteed Obligations; (ix) the election by the Beneficiaries in personnel any proceeding instituted under the Bankruptcy Code of the application of Section 1111(b)(2) of the Bankruptcy Code; any borrowing or grant of a security interest by any Affiliate BorrowerRTM, Parent, Holdco, RTM Management, Newco One or Newco Two, as debtor-in-possession, under Section 364 of the Bankruptcy Code; or the disallowance under Section 502 of the Bankruptcy Code of all or any portion of the claims of the Beneficiaries for repayment of the Guaranteed Obligations; or (ex) any payment made other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any Credit Party on extent vary the risk of any Guarantor as an obligor in respect of the Guaranteed Obligations which any such Credit Party repays to any Affiliate Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and Prologis waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. The guaranty and liability of Prologis hereunder shall in all respects be a continuing, irrevocable, absolute and unconditional guaranty of payment and performance and not only collectability, and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of any Affiliate Borrower, that at any time or from time to time no Guaranteed Obligations are outstanding or any other circumstance) until all Commitments have terminated and, subject to the last sentence of Section 15.1, all Guaranteed Obligations have been paid in fullObligations.

Absolute and Unconditional Guaranty. The guaranty provided by Prologis under This Guaranty and the obligations of the Guarantors hereunder are not subject to any reduction, limitation, impairment, discharge or termination for any reason (other than the complete performance of payment obligations and the indefeasible payment in full of the Guaranteed Obligations), including, without limitation, the occurrence of any one or more of the following, whether or not such Guarantors shall have had notice or knowledge of any of them: any change in the manner, place or terms of payment (including the currency thereof) of any of the Guaranteed Obligations; any settlement, compromise, release or discharge of, or acceptance or refusal of any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto or any subordination of the payment of the Guaranteed Obligations to the payment of any other obligations; any rescission, waiver, extension, renewal, alteration, amendment or modification of, or any consent to departure from, any of the terms or provisions of the Guaranteed Obligations or any agreement relating thereto, or any other guaranties or security for the Guaranteed Obligations, in each case whether or not in accordance with the terms thereof; the Guaranteed Obligations, this Article XV is intended Guaranty or any other agreement relating thereto at any time being found to be an irrevocableillegal, absolute invalid or unenforceable in any respect or the existence or invocation of any provision of applicable law or regulation purporting to prohibit the payment by RTM, Holdco, RTM Management, Newco One or Newco Two, as the case may be, of any of the Guaranteed Obligations; any request or acceptance of other guaranties of the Guaranteed Obligations or the taking and continuing guaranty of payment and is not a guaranty of collection. This guaranty may not be revoked by Prologis. The liability of Prologis hereunder is exclusive and independent holding of any security for the payment of the Guaranteed Obligations, this Guaranty, or any other guaranty of the Guaranteed Obligations or any release, impairment, surrender, exchange, substitution, compromise, settlement, rescission or subordination thereof; any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations; or any enforcement and application of any Affiliate Borrower whether executed security now or hereafter held by General Partner, Prologis, any other guarantor the Beneficiaries in respect of this Guaranty or by any other party, the Guaranteed Obligations and the liability of Prologis hereunder is not affected or impaired by (a) any direction as to application of payment by any Affiliate Borrower the order or by any other party; manner of sale thereof, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or the exercise of any other party right or remedy that the Beneficiaries may have with respect to any such security, as the Beneficiaries in their sole discretion may determine, including foreclo-sure on any such security pursuant to one or more judicial or nonjudicial sales; any failure or omission to exercise, assert or enforce, or any 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 Transaction Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranties of or any Affiliate Borrowersecurity for the payment of the Guaranteed Obligations; any change in or (c) reorganization of the corporate structure of RTM, Holdco, RTM Management, Newco One or Newco Two or any payment on of their subsidiaries or in reduction of any such other guaranty or undertaking; or (d) any dissolution, termination termination, consolidation or increasemerger or sale or other disposition, decrease whether or change not for fair consideration, of all or substantially all of the assets of any of the foregoing or any consent by each of the Beneficiaries thereto or to any restructuring of the Guaranteed Obligations; the election by the Beneficiaries in personnel any proceeding instituted under the Bankruptcy Code of the application of Section 1111(b)(2) of the Bankruptcy Code; any borrowing or grant of a security interest by any Affiliate BorrowerRTM, Holdco, RTM Management, Newco One or Newco Two, as debtor-in-possession, under Section 364 of the Bankruptcy Code; or (e) the disallowance under Section 502 of the Bankruptcy Code of all or any payment made to any Credit Party on portion of the claims of the Beneficiaries for repayment of the Guaranteed Obligations which any such Credit Party repays to any Affiliate Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and Prologis waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. The guaranty and liability of Prologis hereunder shall in all respects be a continuing, irrevocable, absolute and unconditional guaranty of payment and performance and not only collectability, and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of any Affiliate Borrower, that at any time or from time to time no Guaranteed Obligations are outstanding Obligations; or any other circumstance) until all Commitments have terminated andact or thing or omission, subject or delay to do any other act or thing, which may or might in any manner or to any extent vary the last sentence risk of Section 15.1, all any Guarantor as an obligor in respect of the Guaranteed Obligations have been paid in fullObligations.

Absolute and Unconditional Guaranty. The guaranty provided by Prologis Liability of Ralcorp under this Article XV is intended its Ralcorp Guaranty shall, to the fullest extent permitted under applicable Law, be an irrevocableabsolute and, absolute and continuing guaranty except as set forth in Section 12.1(b) (Guaranty of payment and is not a guaranty of collection. This guaranty may not be revoked by Prologis. The liability of Prologis hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Affiliate Borrower whether executed by General Partner, Prologis, any other guarantor or by any other party, Ralcorp) and the liability last paragraph of Prologis hereunder is not affected or impaired by this Section 12.2, unconditional irrespective of: (a) any direction as to application the illegality of payment by any Affiliate Borrower or by any other party; or the Ralcorp Guaranty; (b) any other continuing the validity or other guaranty, undertaking or maximum liability genuineness of a guarantor or of any other party as this Agreement with respect to the Ralcorp Guaranteed Obligations of any Affiliate Borrower; or Person; (c) any payment on or in reduction the enforceability of any such other guaranty or undertaking; or this Article XII against the Ralcorp Guaranteed Person and Ralcorp; (d) any dissolution, termination release or increase, decrease or discharge of any obligation of the Ralcorp Guaranteed Person under this Agreement resulting from any change in personnel by the corporate existence, structure or ownership of the Ralcorp Guaranteed Person, or any Affiliate Borrower; insolvency, bankruptcy, reorganization or other similar proceeding affecting the Ralcorp Guaranteed Person or any of its assets; (e) any payment made to any Credit Party on the Guaranteed Obligations which any such Credit Party repays to any Affiliate Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and Prologis waives any right to the deferral amendment or modification of its obligations hereunder by reason this Agreement, or change in the manner, place or terms of payment or performance, or any change or extension of the time of payment or performance of, renewal or alteration of, any Ralcorp Guaranteed Obligation, any escrow arrangement or other security therefor, any Liability incurred directly or indirectly in respect thereof, or any amendment or waiver of or any consent to any departure from the terms of this Agreement or the documents entered into in connection herewith; (f) the existence of any such proceeding. The guaranty and liability of Prologis hereunder shall in all respects be a continuingclaim, irrevocable, absolute and unconditional guaranty of payment and performance and not only collectability, and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of any Affiliate Borrower, setoff or other right that Ralcorp may have at any time against the Ralcorp Guaranteed Person, whether in connection with any Ralcorp Guaranteed Obligation or from time to time no Guaranteed Obligations are outstanding or otherwise; or (g) any other circumstanceact or omission relating to the Ralcorp Guaranty that may or might in any manner or to any extent vary the risk of Ralcorp or otherwise operate as a discharge of Ralcorp as a matter of Law or equity. (h) until all Commitments have terminated andRalcorp agrees, provided that a Ralcorp Guaranteed Obligation remains unpaid or unperformed for any reason five (5) Business Days after Seller has made a written demand for payment or performance against a Ralcorp Guaranteed Person with respect to such Ralcorp Guaranteed Obligation, the obligations of Ralcorp under this Ralcorp Guaranty shall be unconditional, but subject to the last sentence of Section 15.1, all defenses that any Ralcorp Guaranteed Obligations Person may have been paid in fullunder this Agreement.

Absolute and Unconditional Guaranty. The guaranty provided by Prologis under This Guaranty and the ----------------------------------- obligations of the Guarantor hereunder are not subject to any reduction, limitation, impairment, discharge or termination for any reason (other than the complete performance and the indefeasible payment in full of the Guarantied Obligations), including the occurrence of any one or more of the following, whether or not the Guarantor shall have had notice or knowledge of any of them: (i) any change in the manner, place or terms of payment (including the currency thereof) of any of the Guarantied Obligations; (ii) any settlement, compromise, release or discharge of, or acceptance or refusal of any offer of performance with respect to, or substitutions for, the Guarantied Obligations or any agreement relating thereto or any subordination of the payment of the Guarantied Obligations to the payment of any other obligations; (iii) any rescission, waiver, extension, renewal, alteration, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to Events of Default) of the Guarantied Obligations or any agreement relating thereto, or any other guaranties or security for the Guarantied Obligations, in each case whether or not in accordance with the terms thereof; (iv) the Guarantied Obligations, this Article XV is intended Guaranty or any other agreement relating thereto at any time being found to be an irrevocableillegal, absolute invalid or unenforceable in any respect or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any of the Guarantied Obligations; (v) any request or acceptance of other guaranties of the Guarantied Obligations or the taking and continuing guaranty of payment and is not a guaranty of collection. This guaranty may not be revoked by Prologis. The liability of Prologis hereunder is exclusive and independent holding of any security for the payment of the Guarantied Obligations, this Guaranty, or any other guaranty of the Guaranteed Guarantied Obligations or any release, impairment, surrender, exchange, substitution, compromise, settlement, rescission or subordination thereof; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations; or any enforcement and application of any Affiliate Borrower whether executed security now or hereafter held by General Partnerthe Beneficiary in respect of this Guaranty or the Guarantied Obligations and any direction of the order or manner of sale thereof, Prologisor the exercise of any other right or remedy that the Beneficiary may have with respect to any such security, as the Beneficiary in its sole discretion may determine, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales; (vii) any failure or omission to exercise, assert or enforce, or any 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 other guarantor claim or by demand or any right, power or remedy (whether arising under the Loan Documents, at law, in equity or otherwise) with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other party, and guaranties of or any security for the liability payment of Prologis hereunder is not affected or impaired by the Guarantied Obligations; (aviii) any direction as change in, or reorganization of, the corporate structure of the Borrower or any of its Subsidiaries or any dissolution, termination, consolidation or merger or sale or other disposition, whether or not for fair consideration, of all or substantially all of the assets of any of the foregoing or any consent of the Beneficiary thereto or to any restructuring of the Guarantied Obligations; (ix) the election by the Beneficiary in any proceeding instituted under the Bankruptcy Code of the application of payment Section 1111(b)(2) of the Bankruptcy Code; any borrowing or grant of a security interest by the Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; or the disallowance under Section 502 of the Bankruptcy Code of all or any Affiliate portion of the claims of the Beneficiary for repayment of the Guarantied Obligations; (x) any name change or merger, consolidation or other business combination (including the Merger) involving or with respect to the Borrower or by any other partythe Guarantor; or or (bxi) any other continuing act or other guarantything or omission, undertaking or maximum liability of a guarantor or of delay to do any other party as to the Guaranteed Obligations of act or thing, which may or might in any Affiliate Borrower; manner or (c) any payment on or in reduction of any such other guaranty or undertaking; or (d) any dissolution, termination or increase, decrease or change in personnel by any Affiliate Borrower; or (e) any payment made to any Credit Party on extent vary the Guaranteed Obligations which any such Credit Party repays to any Affiliate Borrower pursuant to court order risk of the Guarantor as an obligor in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and Prologis waives any right to respect of the deferral or modification of its obligations hereunder by reason of any such proceeding. The guaranty and liability of Prologis hereunder shall in all respects be a continuing, irrevocable, absolute and unconditional guaranty of payment and performance and not only collectability, and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of any Affiliate Borrower, that at any time or from time to time no Guaranteed Obligations are outstanding or any other circumstance) until all Commitments have terminated and, subject to the last sentence of Section 15.1, all Guaranteed Obligations have been paid in fullGuarantied Obligations.

Absolute and Unconditional Guaranty. The guaranty provided by Prologis obligations of the Guarantor under this Article XV is intended Guaranty are not subject to any reduction, limitation, impairment, discharge or termination for any reason (other than the complete indefeasible payment in full of the Guaranteed Obligations), including, without limitation, the occurrence of any one or more of the following, whether or not the Guarantor shall have had notice or knowledge of any of them: (i) any change in the manner, place or terms of payment (including the currency thereof) of any of the Guaranteed Obligations; (ii) any settlement, compromise, release or discharge of, or acceptance or refusal of any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto or any subordination of the payment of the Guaranteed Obligations to the payment of any other obligations; (iii) any rescission, waiver, extension, renewal, alteration, 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 Guaranteed Obligations or any agreement relating thereto, or any other guaranties or security for the Guaranteed Obligations, in each case whether or not in accordance with the terms thereof; (iv) the Guaranteed Obligations, the obligations of the Guarantor under this Guaranty, any other agreement relating thereto, or any Program Document at any time being found to be an irrevocableillegal, absolute invalid or unenforceable in any respect or any provision of applicable law or regulation purporting to prohibit the payment by a Seller of any of the Guaranteed Obligations; (v) any request or acceptance of other guaranties of the Guaranteed Obligations or the taking and continuing guaranty of payment and is not a guaranty of collection. This guaranty may not be revoked by Prologis. The liability of Prologis hereunder is exclusive and independent holding of any security for the payment of the Guaranteed Obligations, the obligations of the Guarantor under this Guaranty, or any other guaranty of the Guaranteed Obligations or any release, impairment, surrender, exchange, substitution, compromise, settlement, rescission or subordination thereof; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations; or any enforcement and application of any Affiliate Borrower whether executed security now or hereafter held by General Partnerthe Buyer in respect of the obligations of the Guarantor under this Guaranty, Prologis, any other guarantor or by any other party, the Guaranteed Obligations and the liability of Prologis hereunder is not affected or impaired by (a) any direction as to application of payment by any Affiliate Borrower the order or by any other party; manner of sale thereof, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or the exercise of any other party right or remedy that the Buyer may have with respect to any such security, as the Buyer in its sole discretion may determine, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales; (vii) any failure or omission to exercise, assert or enforce, or any 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 Program Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranties of or any Affiliate Borrower; or security for the payment of the Guaranteed Obligations; (cviii) any payment on change in or in reduction reorganization of any such other guaranty the organizational or undertaking; corporate structure of a Seller or (d) any dissolution, termination termination, consolidation or increasemerger or sale or other disposition, decrease whether or change not for fair consideration, of all or substantially all of the assets of any of the foregoing or any consent of the Buyer thereto or to any restructuring of the Guaranteed Obligations; (ix) the election by the Buyer in personnel any proceeding instituted under the Bankruptcy Code of the application of Section 1111(b)(2) of the Bankruptcy Code; any borrowing or grant of a security interest by any Affiliate Borrowera Seller, as debtor-in-possession, under Section 364 of the Bankruptcy Code; or the disallowance under Section 502 of the Bankruptcy Code of all or any portion of the claims of the Buyer for repayment of the Guaranteed Obligations; or (ex) any payment made other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any Credit Party on extent vary the risk of the Guarantor as an obligor in respect of the Guaranteed Obligations which any such Credit Party repays to any Affiliate Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and Prologis waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. The guaranty and liability of Prologis hereunder shall in all respects be a continuing, irrevocable, absolute and unconditional guaranty of payment and performance and not only collectability, and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of any Affiliate Borrower, that at any time or from time to time no Guaranteed Obligations are outstanding or any other circumstance) until all Commitments have terminated and, subject to the last sentence of Section 15.1, all Guaranteed Obligations have been paid in fullObligations.

Absolute and Unconditional Guaranty. The guaranty provided by Prologis under this Article XV is intended to be an irrevocable, absolute and continuing guaranty of payment and is not a guaranty of collection. This guaranty may not be revoked by Prologis. (a) The liability of Prologis hereunder is exclusive each Guarantor under its Seller Guaranty shall, to the fullest extent permitted by Applicable Law, be absolute and, except as set forth in Section 10.1, unconditional, irrespective of: (i) the illegality of the applicable Seller Guaranty; (ii) the validity or genuineness of this Agreement with respect to any Moneda Shareholder; (iii) the enforceability of this Article 10 against any Moneda Shareholder and independent the Guarantor; (iv) any release or discharge of any security for obligation of a Guaranteed Moneda Shareholder under this Agreement resulting from any change in the corporate existence, structure or ownership of such Guaranteed Moneda Shareholder, or any insolvency, bankruptcy, reorganization or other guaranty similar proceeding affecting such Guaranteed Moneda Shareholder or any of its assets; (v) any amendment or modification of this Agreement or change in the manner, place or terms of payment or performance or any change or extension of the time of payment or performance of, renewal or alteration of any Guaranteed Obligation, any escrow arrangement or other security therefor, any liability incurred directly or indirectly in respect thereof, or any amendment or waiver of or any consent to any departure from the terms of this Agreement or the documents entered into in connection herewith; provided, for the avoidance of doubt, that in such case, the amended terms of the relevant Guaranteed Obligations shall apply with respect to the Guaranteed Moneda Shareholders obligations hereunder; (vi) the existence of any Affiliate Borrower claim, setoff or other right that the applicable Guarantor may have at any time against its Guaranteed Moneda Shareholder, whether executed by General Partner, Prologis, in connection with any Guaranteed Obligation or otherwise; or (vii) any other guarantor act or by omission relating to the Seller Guaranty that may or might in any other party, and manner or to any extent vary the liability risk of Prologis hereunder is not affected the Guarantor or impaired by (a) any direction otherwise operate as to application a discharge of payment by any Affiliate Borrower the Guarantor as a matter of Applicable Law or by any other party; or equity. (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as Notwithstanding anything to the contrary contained in this Article 10, each of PIL and PIL Uruguay agrees that to the extent a Guaranteed Moneda Shareholder makes, or is otherwise relieved of, its payment obligations under this Agreement, its Guarantor shall be similarly relieved of its corresponding Guaranteed Obligations under its Seller Guaranty in respect of any Affiliate Borrower; such relieved or (c) any payment on or in reduction of any such other guaranty or undertaking; or (d) any dissolution, termination or increase, decrease or change in personnel by any Affiliate Borrower; or (e) any payment made to any Credit Party on the Guaranteed Obligations which any such Credit Party repays to any Affiliate Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and Prologis waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. The guaranty and liability of Prologis hereunder shall in all respects be a continuing, irrevocable, absolute and unconditional guaranty of payment and performance and not only collectability, and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of any Affiliate Borrower, that at any time or from time to time no Guaranteed Obligations are outstanding or any other circumstance) until all Commitments have terminated and, subject to the last sentence of Section 15.1, all Guaranteed Obligations have been paid in fullobligations.

Absolute and Unconditional Guaranty. The guaranty provided by Prologis Guarantors under this Article XV XII is intended to be an irrevocable, absolute and continuing guaranty of payment and is not a guaranty of collection. This guaranty may not be revoked by Prologiseither Guarantor. The liability of Prologis each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Affiliate Designated Borrower whether executed by General Partner, Prologisa Guarantor, any other guarantor or by any other partyPerson, and the liability of Prologis each Guarantor hereunder is not affected or impaired by (a) any direction as to application of payment by any Affiliate Designated Borrower or by any other partyPerson; or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party Person as to the Guaranteed Obligations of any Affiliate Designated Borrower; or (c) any payment on or in reduction of any such other guaranty or undertaking; or (d) any dissolution, termination or increase, decrease or change in personnel by any Affiliate Designated Borrower; or (e) any payment made to any Credit Party on the Guaranteed Obligations which any that such Credit Party repays to any Affiliate Designated Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and Prologis each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. The guaranty and liability of Prologis each Guarantor hereunder shall in all respects be a continuing, irrevocable, absolute and unconditional guaranty of payment and performance and not only collectabilitycollectibility, and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of any Affiliate Designated Borrower, that at any time or from time to time no Guaranteed Obligations are outstanding or any other circumstance) until all Commitments have terminated and, subject to the last sentence of Section 15.112.1, all Guaranteed Obligations have been paid in full.

Absolute and Unconditional Guaranty. The guaranty provided by Prologis obligations of Guarantor under this Article XV is intended to Guaranty shall be an irrevocable, absolute and continuing guaranty of payment and is not a guaranty of collection. This guaranty may not be revoked by Prologis. The liability of Prologis hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Affiliate Borrower whether executed by General Partner, Prologis, any other guarantor or by any other party, and the liability of Prologis hereunder is not affected or impaired by (a) any direction as to application of payment by any Affiliate Borrower or by any other party; or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations of any Affiliate Borrower; or (c) any payment on or in reduction of any such other guaranty or undertaking; or (d) any dissolution, termination or increase, decrease or change in personnel by any Affiliate Borrower; or (e) any payment made to any Credit Party on the Guaranteed Obligations which any such Credit Party repays to any Affiliate Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and Prologis waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. The guaranty and liability of Prologis hereunder shall in all respects be a continuing, irrevocable, absolute and unconditional guaranty of payment and performance and not only collectability, and shall remain in full force and effect (notwithstandinguntil the entire amount payable on the Bonds shall have been paid in full or provided for, and to the extent permitted by law, such obligations shall not be affected, modified, released, or impaired by any state of facts or the happening from time to time of any event including, without limitation, any of the dissolution following, whether or not with notice to, or the consent of Guarantor: (a) any present or future law or order of any Affiliate Borrowergovernment (de jure or de facto) or of any agency thereof purporting to reduce, that at any time amend or from time to time no Guaranteed Obligations are outstanding otherwise affect the foregoing or any other circumstanceobligation of Guarantor or to vary any terms of payment; (b) until the failure to give notice to Guarantor of the occurrence of any Event of Default under the terms and provisions of this Guaranty or the Bonds as set forth therein; (c) the waiver of the payment, performance or observance by the Guarantor of any of the obligations, conditions, covenants or agreements of any or all Commitments of them contained in this Guaranty or in the Bonds; (d) the receipt and acceptance of notes, checks or other instruments for the payment of money made by Guarantor which notes, checks or other instruments have terminated andbeen dishonored, subject and any extensions and renewals thereof; (e) the extension of the time for payment of principal or interest or any other amounts that are due or may become due under the Bonds, or this Guaranty or of the time for performance of any other obligations, covenants or agreements under or arising out of the Bonds or this Guaranty; (f) the modification or amendment (whether material or otherwise) of any duty, obligation, covenant or agreement set forth in the Resolution, the Bonds or this Guaranty; (g) any failure, omission, delay or lack thereof on the part of the Authority to assert or exercise any right, power or remedy conferred on the Authority in the Bonds or this Guaranty; (h) the voluntary liquidation, dissolution, merger, consolidation, sale or other disposition of all or substantially all the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings affecting Guarantor, or any or all of the assets of Guarantor, or any allegation or contest of the validity of the Bonds or this Guaranty in any such proceeding; it is specifically understood, consented and agreed to that this Guaranty shall remain and continue in full force and effect and shall be enforceable against Guarantor to the last sentence same extent and with the same force and effect as if such proceedings had not been instituted; (i) to the extent permitted by law, the release or discharge of Section 15.1Guarantor from the performance or observance of any obligation, all Guaranteed Obligations have been paid covenant or agreement contained in fullthis Guaranty by operation of law; (j) the default or failure of Guarantor fully to perform any of its obligations set forth in this Guaranty; (k) any release or impairment of the security pledged to the Authority as security; (l) the release, substitution or replacement in accordance with the terms of the Bonds of any property subject thereto or any redelivery, repossession, surrender or destruction of any such property, in whole or in part; (m) any termination of the Bonds or the Agreement by reason of breach or default of Guarantor or the invalidity or unenforceability of the Bonds or the Agreement by reason of any facts pertaining to Guarantor; (n) any failure of the Guarantor to mitigate damages resulting from any default by Guarantor under the Bonds or the Agreement; (o) any other circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or a guarantor other than Guarantor’s failure to perform its obligations; or (p) any other occurrence whatsoever, whether similar or dissimilar to the foregoing.

Absolute and Unconditional Guaranty. The guaranty provided by Prologis General Partner under this Article XV XII is intended to be an irrevocable, absolute and continuing guaranty of payment and is not merely a guaranty of collection. This guaranty may not be revoked by PrologisGeneral Partner. The liability of Prologis General Partner hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Affiliate Borrower Obligations, whether executed by General Partner, Prologis, any other guarantor or by any other partyPerson, and the liability of Prologis General Partner hereunder is not affected or impaired by (a) any direction as to application of payment by any Affiliate Borrower Prologis or by any other partyPerson; or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party Person as to the Guaranteed Obligations of any Affiliate BorrowerObligations; or (c) any payment on or in reduction of any such other guaranty or undertaking; or (d) any dissolution, termination or increase, decrease or change in personnel by any Affiliate BorrowerPrologis; or (e) any payment made to any Credit Party on the Guaranteed Obligations which any that such Credit Party repays to any Affiliate Borrower Prologis pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and Prologis General Partner waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. The guaranty and liability of Prologis General Partner hereunder shall in all respects be a continuing, irrevocable, absolute and unconditional guaranty of payment and performance and not only collectability, and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of any Affiliate BorrowerPrologis, that at any time or from time to time no Guaranteed Obligations are outstanding or any other circumstance) until all Commitments have terminated and, subject to the last sentence of Section 15.1, all Guaranteed Obligations have been paid in full.

Absolute and Unconditional Guaranty. The guaranty provided by Prologis under this Article XV is intended to be an irrevocable, absolute and continuing guaranty of payment and is not a guaranty of collection. This guaranty may not be revoked by Prologis. (a) The liability of Prologis each Guarantor hereunder is exclusive primary, absolute, and unconditional, and is independent of any security for or other guaranty of the Guaranteed Obligations of any Affiliate Borrower Guarantied Obligations, whether executed by General Partner, Prologis, any other guarantor Guarantor or by any other partyPerson, and the liability of Prologis each Guarantor hereunder is shall not be affected or impaired by (a) any direction as to application of payment by any Affiliate Borrower or by any other party; or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations of any Affiliate Borrower; or (ci) any payment on on, or in reduction of of, any such other guaranty or undertaking; or , (dii) any dissolution, termination termination, or increase, decrease decrease, or change in personnel by any Affiliate Borrower; , any other Guarantor, or any other Person, (eiii) any payment made to any Credit Party Lender on account of the Guaranteed Guarantied Obligations which any such Credit Party Lender repays to any Affiliate Borrower Borrower, any other Guarantor or any other Person pursuant to any court order in any bankruptcy, reorganization, arrangement, moratorium Insolvency Proceeding (or other debtor relief proceedingany settlement or compromise of any claim made in such a proceeding relating to such payment), and Prologis each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. The guaranty , (iv) any action or inaction by Lender, or (v) any invalidity, irregularity, avoidability, or unenforceability of all or any part of the Guarantied Obligations or of any security therefor. (b) This Guaranty includes all present and liability of Prologis hereunder shall in all respects be a future Guarantied Obligations including any under transactions continuing, irrevocablecompromising, absolute extending, increasing, modifying, releasing, or renewing any Guarantied Obligations, changing the interest rate, payment terms, or other terms and unconditional guaranty of payment and performance and not only collectabilityconditions thereof, and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of any Affiliate Borrower, that at any time or from time to time no Guaranteed creating new or additional Guarantied Obligations are outstanding or any other circumstance) until all Commitments have terminated and, subject to the last sentence of Section 15.1, all Guaranteed after prior Guarantied Obligations have been paid satisfied in fullwhole or in part.

Absolute and Unconditional Guaranty. The guaranty provided by Prologis obligations of the Guarantor under this Article XV is intended Guaranty are not subject to any reduction, limitation, impairment, discharge or termination for any reason (other than the complete indefeasible payment in full (after the Termination Date) of the Guaranteed Obligations and of the Guarantor’s obligations hereunder in accordance with Section 2(b) hereof), including, without limitation, the occurrence of any one or more of the following, whether or not the Guarantor shall have had notice or knowledge of any of them: (i) any change in the manner, place or terms of payment (including the currency thereof) of any of the Guaranteed Obligations; (ii) any settlement, compromise, release or discharge of, or acceptance or refusal of any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto or any subordination of the payment of the Guaranteed Obligations to the payment of any other obligations; (iii) any rescission, waiver, extension, renewal, alteration, 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 Guaranteed Obligations or any agreement relating thereto, or any other guaranties or security for the Guaranteed Obligations, in each case whether or not in accordance with the terms thereof; (iv) the Guaranteed Obligations, the obligations of the Guarantor under this Guaranty, any other agreement relating thereto, or any Program Document at any time being found to be an irrevocableillegal, absolute invalid or unenforceable in any respect or any provision of applicable law or regulation purporting to prohibit the payment by any Seller of any of the Guaranteed Obligations; (v) any request or acceptance of other guaranties of the Guaranteed Obligations or the taking and continuing guaranty of payment and is not a guaranty of collection. This guaranty may not be revoked by Prologis. The liability of Prologis hereunder is exclusive and independent holding of any security for the payment of Guaranteed Obligations, the obligations of the Guarantor under this Guaranty, or any other guaranty of the Guaranteed Obligations or any release, impairment, surrender, exchange, substitution, compromise, settlement, rescission or subordination thereof; (vi) any failure to perfect or continue perfection of an ownership or security interest in any Purchased Assets (or Purchased Interests therein), Collateral or other collateral which secures any of the Guaranteed Obligations; or any enforcement and application of any Affiliate Borrower whether executed by General Partnersecurity, Prologis, any other guarantor rights or by any other party, and the liability of Prologis hereunder is not affected or impaired by remedies (a) any direction as to application of payment by any Affiliate Borrower or by any other party; or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the Guaranteed Obligations of any Affiliate Borrower; or (c) any payment on or in reduction of any such other guaranty or undertaking; or (d) any dissolution, termination or increase, decrease or change in personnel by any Affiliate Borrower; or (e) any payment made to any Credit Party on the Guaranteed Obligations which any such Credit Party repays to any Affiliate Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and Prologis waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. The guaranty and liability of Prologis hereunder shall in all respects be a continuing, irrevocable, absolute and unconditional guaranty of payment and performance and not only collectability, and shall remain in full force and effect (notwithstandingincluding, without limitation, the dissolution rights and remedies set forth in Section 19 of the Master Repurchase Agreement) in any Purchased Assets (or Purchased Interests therein), Collateral or Property now or hereafter owned, held or controlled by the Administrative Agent or Buyers in respect of the obligations of the Guarantor under this Guaranty, or the Guaranteed Obligations and any direction of the order or manner of sale thereof, or the exercise of any Affiliate Borrowerother right or remedy that the Administrative Agent or Buyers may have with respect to any such security, that rights or remedies, as the Administrative Agent or Buyers, in their sole discretion may determine, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales; (vii) any failure or omission to exercise, assert or enforce, or any 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 Program Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranties of or any security for the payment of the Guaranteed Obligations; (viii) any change in or reorganization of the organizational or corporate structure of any Seller or any dissolution, termination, consolidation or merger or sale or other disposition, whether or not for fair consideration, reasonably equivalent value, fair market value or any other consideration, of all or substantially all of the assets of any of the foregoing or any consent of the Administrative Agent or any Buyer thereto or to any restructuring of the Guaranteed Obligations; (ix) the election by the Administrative Agent or any Buyer, in any proceeding instituted under Chapter 11 of Title 11 of the U.S.C., of the application of Section 1111(b)(2) of Title 11 of the U.S.C.; any borrowing or grant of a security interest by any Seller, as debtor-in-possession, under Section 364 of Title 11 of the U.S.C.; or the disallowance, under Section 502 of Title 11 of the U.S.C., of all or any portion of the claims of the Administrative Agent or Buyers for repayment of the Guaranteed Obligations; (x) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of the Guarantor as an obligor in respect of the Guaranteed Obligations; or (xi) any defense, setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or from time to time no Guaranteed Obligations are outstanding be asserted by a Seller against any Buyer or any other circumstance) until all Commitments have terminated and, subject to the last sentence of Section 15.1, all Guaranteed Obligations have been paid in fullAdministrative Agent.

Absolute and Unconditional Guaranty. The guaranty provided by Prologis Liability of BBU under this Article XV is intended its BBU Guaranty shall, to the fullest extent permitted under applicable Law, be an irrevocableabsolute and, absolute and continuing guaranty except as set forth in Section 1.1(b) (Guaranty of payment and is not a guaranty of collection. This guaranty may not be revoked by Prologis. The liability of Prologis hereunder is exclusive and independent of any security for or other guaranty of the Guaranteed Obligations of any Affiliate Borrower whether executed by General Partner, Prologis, any other guarantor or by any other party, BBU) and the liability last paragraph of Prologis hereunder is not affected or impaired by this Section 1.2, unconditional irrespective of: (a) any direction as to application the illegality of payment by any Affiliate Borrower or by any other party; or the BBU Guaranty; (b) any other continuing the validity or other guaranty, undertaking or maximum liability of a guarantor or genuineness of any other party as BBU Guaranteed Agreement with respect to the any BBU Guaranteed Obligations of any Affiliate Borrower; or Person; (c) the enforceability of this Article I against any payment on or in reduction of any such other guaranty or undertaking; or BBU Guaranteed Person and BBU; (d) any dissolutionrelease or discharge of any obligation of any BBU Guaranteed Person under any BBU Guaranteed Agreement resulting from any change in the corporate existence, termination structure or increaseownership of any BBU Guaranteed Person, decrease or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any BBU Guaranteed Person or any of its assets; (e) subject to Section 2.13, any amendment or modification of any BBU Guaranteed Agreement, or change in personnel by the manner, place or terms of payment or performance, or any Affiliate Borrowerchange or extension of the time of payment or performance of, renewal or alteration of, any BBU Guaranteed Obligation, any escrow arrangement or other security therefor, any Liability incurred directly or indirectly in respect thereof, or any amendment or waiver of or any consent to any departure from the terms of any BBU Guaranteed Agreement or the documents entered into in connection herewith; or or (ef) any payment made other act or omission relating to the BBU Guaranty that may or might in any manner or to any Credit Party on extent vary the Guaranteed Obligations which any such Credit Party repays to any Affiliate Borrower pursuant to court order risk of BBU or otherwise operate as a discharge of BBU as a matter of Law or equity; except that in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and Prologis waives any right to the deferral or modification of its obligations hereunder by reason case of any Liability that is subject to a Resolvable Dispute that has not been finally resolved in accordance with the applicable Dispute Resolution Procedure, then, unless and until the Resolvable Dispute shall have been finally resolved in accordance with the applicable Dispute Resolution Procedure, any Proceeding against BBU to enforce the BBU Guaranty with respect to such proceeding. The guaranty and liability of Prologis hereunder Liability shall in all respects be a continuing, irrevocable, absolute and unconditional guaranty of payment and performance and not only collectability, and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of any Affiliate Borrower, that at any time or from time to time no Guaranteed Obligations are outstanding or any other circumstance) until all Commitments have terminated and, subject to the last sentence same terms and conditions contained in the Dispute Resolution Procedure applicable to such Resolvable Dispute, to which BBU hereby irrevocably submits. BBU agrees, provided that a BBU Guaranteed Obligation remains unpaid or unperformed for any reason five (5) Business Days after a Beneficiary has made a written demand for payment or performance against a BBU Guaranteed Person with respect to such BBU Guaranteed Obligation, the obligations of Section 15.1BBU under this BBU Guaranty shall be unconditional, but subject to all defenses that such BBU Guaranteed Obligations Person may have under the applicable BBU Guaranteed Agreement, provided, however, that in the case of any Guaranteed Obligation that is subject to a Resolvable Dispute, then, unless and until the Resolvable Dispute shall have been paid finally resolved in fullaccordance with the applicable Dispute Resolution Procedure, any Proceeding against BBU to enforce the BBU Guaranty with respect to such Guaranteed Obligation shall be subject to the same terms and conditions contained in the Dispute Resolution Procedure applicable to such Resolvable Dispute, to which BBU hereby irrevocably submits.

Absolute and Unconditional Guaranty. The guaranty provided by Prologis under This Guaranty and the ----------------------------------- obligations of the Guarantor hereunder are not subject to any reduction, limitation, impairment, discharge or termination for any reason (other than the complete performance and the payment in full of the Guarantied Obligations), including the occurrence of any one or more of the following, whether or not the Guarantor shall have had notice or knowledge of any of them: (i) any change in the manner, place or terms of payment (including the currency thereof) of any of the Guarantied Obligations; (ii) any settlement, compromise, release or discharge of, or acceptance or refusal of any offer of performance with respect to, or substitutions for, the Guarantied Obligations or any agreement relating thereto or any subordination of the payment of the Guarantied Obligations to the payment of any other obligations; (iii) any rescission, waiver, extension, renewal, alteration, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to Events of Default) of the Guarantied Obligations or any agreement relating thereto, or any other guaranties or security for the Guarantied Obligations, in each case whether or not in accordance with the terms thereof; (iv) the Guarantied Obligations, this Article XV is intended Guaranty or any other agreement relating thereto at any time being found to be an irrevocableillegal, absolute invalid or unenforceable in any respect or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of any of the Guarantied Obligations; (v) any request or acceptance of other guaranties of the Guarantied Obligations or the taking and continuing guaranty of payment and is not a guaranty of collection. This guaranty may not be revoked by Prologis. The liability of Prologis hereunder is exclusive and independent holding of any security for the payment of the Guarantied Obligations, this Guaranty, or any other guaranty of the Guaranteed Guarantied Obligations or any release, impairment, surrender, exchange, substitution, compromise, settlement, rescission or subordination thereof; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guarantied Obligations; or any enforcement and application of any Affiliate Borrower whether executed security now or hereafter held by General Partnerthe Beneficiary in respect of this Guaranty or the Guarantied Obligations and any direction of the order or manner of sale thereof, Prologisor the exercise of any other right or remedy that the Beneficiary may have with respect to any such security, as the Beneficiary in its sole discretion may determine, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales; (vii) any failure or omission to exercise, assert or enforce, or any 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 other guarantor claim or by demand or any right, power or remedy (whether arising under the Loan Documents, at law, in equity or otherwise) with respect to the Guarantied Obligations or any agreement relating thereto, or with respect to any other party, and guaranties of or any security for the liability payment of Prologis hereunder is not affected or impaired by the Guarantied Obligations; (aviii) any direction as change in, or reorganization of, the corporate structure of the Borrower or any of its Subsidiaries or any dissolution, termination, consolidation or merger or sale or other disposition, whether or not for fair consideration, of all or substantially all of the assets of any of the foregoing or any consent of the Beneficiary thereto or to any restructuring of the Guarantied Obligations; (ix) the election by the Beneficiary in any proceeding instituted under the Bankruptcy Code of the application of payment Section 1111(b)(2) of the Bankruptcy Code; any borrowing or grant of a security interest by any Affiliate Borrower or by any other partythe Borrower, as debtor-in-possession, under Section 364 of the Bankruptcy Code; or the disallowance under Section 502 of the Bankruptcy Code of all or any portion of the claims of the Beneficiary for repayment of the Guarantied Obligations; (bx) any name change or merger, consolidation or other business combination (including the Merger) involving or with respect to the Borrower; or (xi) any other continuing act or other guarantything or omission, undertaking or maximum liability of a guarantor or of delay to do any other party as to the Guaranteed Obligations of act or thing, which may or might in any Affiliate Borrower; manner or (c) any payment on or in reduction of any such other guaranty or undertaking; or (d) any dissolution, termination or increase, decrease or change in personnel by any Affiliate Borrower; or (e) any payment made to any Credit Party on extent vary the Guaranteed Obligations which any such Credit Party repays to any Affiliate Borrower pursuant to court order risk of the Guarantor as an obligor in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and Prologis waives any right to respect of the deferral or modification of its obligations hereunder by reason of any such proceeding. The guaranty and liability of Prologis hereunder shall in all respects be a continuing, irrevocable, absolute and unconditional guaranty of payment and performance and not only collectability, and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of any Affiliate Borrower, that at any time or from time to time no Guaranteed Obligations are outstanding or any other circumstance) until all Commitments have terminated and, subject to the last sentence of Section 15.1, all Guaranteed Obligations have been paid in fullGuarantied Obligations.