Common use of The Guaranties Clause in Contracts

The Guaranties. To induce the Lenders and L/C Issuer to provide the credits described herein and in consideration of benefits expected to accrue to the Borrower by reason of the Commitments and for other good and valuable consideration, receipt of which is hereby acknowledged, the Parent and each Subsidiary party hereto (including any Subsidiary executing an Additional Guarantor Supplement in the form attached hereto as Exhibit F or such other form acceptable to the Administrative Agent) hereby unconditionally and irrevocably guaranties jointly and severally to the Administrative Agent, the Lenders, and the L/C Issuer and their Affiliates, the due and punctual payment of all present and future Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, including, but not limited to, the due and punctual payment of principal of and interest on the Loans, the Reimbursement Obligations, and the due and punctual payment of all other Obligations now or hereafter owed by the Borrower under the Loan Documents and the due and punctual payment of all Hedging Liability and Funds Transfer and Deposit Account Liability, in each case as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, according to the terms hereof and thereof (including all interest, costs, fees, and charges after the entry of an order for relief against the Borrower or such other obligor in a case under the United States Bankruptcy Code or any similar proceeding, whether or not such interest, costs, fees and charges would be an allowed claim against the Borrower or any such obligor in any such proceeding). In case of failure by the Borrower or other obligor punctually to pay any Obligations, Hedging Liability, or Funds Transfer and Deposit Account Liability guaranteed hereby, each Guarantor hereby unconditionally agrees to make such payment or to cause such payment to be made punctually as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, and as if such payment were made by the Borrower or such obligor.

The Guaranties. To induce the Lenders and L/C Issuer to provide the credits described herein and in consideration of benefits expected to accrue to the Borrower Borrowers by reason of the Commitments and for other good and valuable consideration, receipt of which is hereby acknowledged, the Parent and each wholly-owned Domestic Subsidiary party hereto (other than the Borrowers but including any wholly-owned Domestic Subsidiary executing an Additional Guarantor Supplement in the form attached hereto as Exhibit F or such other form acceptable to the Administrative Agent) hereby unconditionally and irrevocably guaranties jointly and severally severally, as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders, and the L/C Issuer and their Affiliates, the due and punctual payment of all present and future Obligations, Hedging Liability, and Funds Transfer and Deposit Account LiabilityBank Product Obligations, including, but not limited to, the due and punctual payment of principal of and interest on the Loans, the Reimbursement Obligations, and the due and punctual payment of all other Obligations now or hereafter owed by the Borrower Borrowers under the Loan Documents and the due and punctual payment of all Hedging Liability and Funds Transfer and Deposit Account LiabilityBank Product Obligations, in each case as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, according to the terms hereof and thereof (including all interest, costs, fees, and charges after the entry of an order for relief against the any Borrower or such other obligor in a case under the United States Bankruptcy Code or any similar proceeding, whether or not such interest, costs, fees and charges would be an allowed claim against the Borrower Borrowers or any such obligor in any such proceeding) (collectively, the “Guaranteed Obligations”); provided, however, that the Guaranteed Obligations of any Borrower or any Guarantor consisting of any Hedging Liability shall exclude all Excluded Swap Obligations. In case of failure by the any Borrower or other obligor punctually to pay any Obligations, Hedging Liability, or Funds Transfer and Deposit Account Liability Bank Product Obligations guaranteed hereby, each Guarantor hereby unconditionally agrees to make such payment or to cause such payment to be made punctually as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, and as if such payment were made by the such Borrower or such obligor. Each Guarantor further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not of collection.

The Guaranties. To In order to induce the Lenders to enter into this Agreement and L/C Issuer to provide the credits described herein extend credit hereunder and in consideration recognition of the direct benefits expected to accrue be received by Prologis from the proceeds of the Loans and the issuance of the Letters of Credit, Prologis hereby absolutely, irrevocably and unconditionally guarantees, jointly and severally, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of all of the Guaranteed Obligations of the applicable Affiliate Borrowers and the due performance and compliance with all terms, conditions and agreements contained in the Loan Documents by each such Affiliate Borrower. If any of the Guaranteed Obligations of such Affiliate Borrowers to any Agent and/or any Lender becomes due and payable hereunder, Prologis unconditionally promises to pay such indebtedness to such Agents and/or such Lenders, as applicable, on demand, together with all reasonable expenses which may be incurred by any Agent or the Borrower Lenders in collecting any of the Guaranteed Obligations. If claim is ever made upon any Agent and/or any Lender for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of the Commitments and for other good and valuable consideration(a) any judgment, receipt decree or order of which is hereby acknowledged, the Parent and each Subsidiary party hereto any court or administrative body having jurisdiction over such payee or any of its property or (b) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Affiliate Borrowers), then and in such event Prologis agrees that any Subsidiary executing an Additional Guarantor Supplement in such judgment, decree, order, settlement or compromise shall be binding upon such entity, notwithstanding any revocation of the form attached hereto as Exhibit F applicable guaranty under this Article XV or such other form acceptable instrument evidencing any liability of any Affiliate Borrower, and Prologis shall be and remain liable to the Administrative Agent) hereby unconditionally and irrevocably guaranties jointly and severally aforesaid payees hereunder for the amount so repaid or recovered to the Administrative Agent, the Lenders, and the L/C Issuer and their Affiliates, the due and punctual payment of all present and future Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, including, but not limited to, the due and punctual payment of principal of and interest on the Loans, the Reimbursement Obligations, and the due and punctual payment of all other Obligations now or hereafter owed by the Borrower under the Loan Documents and the due and punctual payment of all Hedging Liability and Funds Transfer and Deposit Account Liability, in each case as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, according to the terms hereof and thereof (including all interest, costs, fees, and charges after the entry of an order for relief against the Borrower or such other obligor in a case under the United States Bankruptcy Code or any similar proceeding, whether or not such interest, costs, fees and charges would be an allowed claim against the Borrower or any such obligor in any such proceeding). In case of failure by the Borrower or other obligor punctually to pay any Obligations, Hedging Liability, or Funds Transfer and Deposit Account Liability guaranteed hereby, each Guarantor hereby unconditionally agrees to make such payment or to cause such payment to be made punctually as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, and extent as if such payment were made amount had never originally been received by the Borrower or any such obligorpayee.

The Guaranties. To In order to induce the Lenders to enter into this Agreement and L/C Issuer to provide the credits described herein extend credit hereunder and in consideration recognition of the direct benefits expected to accrue be received by each of General Partner and Prologis from the proceeds of the Loans and the issuance of the Letters of Credit, each of General Partner and Prologis hereby absolutely, irrevocably and unconditionally guarantees, jointly and severally, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of all of the Guaranteed Obligations of the applicable Designated Borrowers and the due performance and compliance with all terms, conditions and agreements contained in the Loan Documents by each such Designated Borrower. If any of the Guaranteed Obligations of such Designated Borrowers to any Agent and/or any Lender becomes due and payable hereunder, each of General Partner and Prologis unconditionally promises to pay such indebtedness to such Agents and/or such Lenders, as applicable, on demand, together with all reasonable expenses which may be incurred by any Agent or the Borrower Lenders in collecting any of the Guaranteed Obligations. If claim is ever made upon any Agent and/or any Lender for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (b) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Commitments Designated Borrowers), then and for in such event each of General Partner and Prologis agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such entity, notwithstanding any revocation of the applicable guaranty under this Article XV or other good and valuable considerationinstrument evidencing any liability of any Designated Borrower, receipt of which is hereby acknowledged, the Parent and each Subsidiary party hereto (including any Subsidiary executing an Additional Guarantor Supplement in the form attached hereto as Exhibit F or such other form acceptable of General Partner and Prologis shall be and remain liable to the Administrative Agent) hereby unconditionally and irrevocably guaranties jointly and severally aforesaid payees hereunder for the amount so repaid or recovered to the Administrative Agent, the Lenders, and the L/C Issuer and their Affiliates, the due and punctual payment of all present and future Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, including, but not limited to, the due and punctual payment of principal of and interest on the Loans, the Reimbursement Obligations, and the due and punctual payment of all other Obligations now or hereafter owed by the Borrower under the Loan Documents and the due and punctual payment of all Hedging Liability and Funds Transfer and Deposit Account Liability, in each case as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, according to the terms hereof and thereof (including all interest, costs, fees, and charges after the entry of an order for relief against the Borrower or such other obligor in a case under the United States Bankruptcy Code or any similar proceeding, whether or not such interest, costs, fees and charges would be an allowed claim against the Borrower or any such obligor in any such proceeding). In case of failure by the Borrower or other obligor punctually to pay any Obligations, Hedging Liability, or Funds Transfer and Deposit Account Liability guaranteed hereby, each Guarantor hereby unconditionally agrees to make such payment or to cause such payment to be made punctually as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, and extent as if such payment were made amount had never originally been received by the Borrower or any such obligorpayee.

The Guaranties. To In order to induce the Lenders to enter into this Agreement and L/C Issuer to provide the credits described herein extend credit hereunder and in consideration of benefits expected to accrue to the Borrower by reason recognition of the Commitments direct benefits to be received by each of General Partner and for other good and valuable consideration, receipt Prologis from the proceeds of which is hereby acknowledged, the Parent and each Subsidiary party hereto (including any Subsidiary executing an Additional Guarantor Supplement in the form attached hereto as Exhibit F or such other form acceptable to the Administrative Agent) hereby unconditionally and irrevocably guaranties jointly and severally to the Administrative Agent, the Lenders, and the L/C Issuer and their Affiliates, the due and punctual payment of all present and future Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, including, but not limited to, the due and punctual payment of principal of and interest on the Loans, the Reimbursement Obligations, and the due and punctual payment of all other Obligations now or hereafter owed by the Borrower under the Loan Documents and the due and punctual payment of all Hedging Liability and Funds Transfer and Deposit Account Liability, in each case as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, according to the terms hereof and thereof (including all interest, costs, fees, and charges after the entry of an order for relief against the Borrower or such other obligor in a case under the United States Bankruptcy Code or any similar proceeding, whether or not such interest, costs, fees and charges would be an allowed claim against the Borrower or any such obligor in any such proceeding). In case of failure by the Borrower or other obligor punctually to pay any Obligations, Hedging Liability, or Funds Transfer and Deposit Account Liability guaranteed hereby, each Guarantor hereby absolutely, irrevocably and unconditionally agrees to make such guarantees, jointly and severally, as primary obligor and not merely as surety the full and prompt payment or to cause such payment to be made punctually as and when the same shall become due and payabledue, whether at stated upon maturity, by acceleration, acceleration or otherwise, of all of the Guaranteed Obligations of the applicable Designated 16257277_9 Borrowers and the due performance and compliance with all terms, conditions and agreements contained in the Loan Documents by each such Designated Borrower. If any of the Guaranteed Obligations of such Designated Borrowers to Administrative Agent and/or any Lender becomes due and payable hereunder, each Guarantor unconditionally promises to pay such indebtedness to Administrative Agent and/or such Lender, as applicable, on demand, together with all reasonable and documented expenses which may be incurred by Administrative Agent or such Lender in collecting any of the Guaranteed Obligations. If claim is ever made upon Administrative Agent and/or any Lender for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (b) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Designated Borrower), then and in such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such entity, notwithstanding any revocation of the applicable guaranty under this Article XV or other instrument evidencing any liability of any Designated Borrower, and each Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such payment were made amount had never originally been received by the Borrower or any such obligorpayee.

The Guaranties. To In order to induce the Lenders and L/C Issuer to provide the credits described herein and in consideration of benefits expected to accrue to the Borrower by reason of the Commitments and for other good and valuable consideration, receipt of which is hereby acknowledged, the Parent and each Subsidiary party hereto (including any Subsidiary executing an Additional Guarantor Supplement in the form attached hereto as Exhibit F or such other form acceptable to the Administrative Agent) hereby unconditionally and irrevocably guaranties jointly and severally to the Administrative Agent, the Lenders, Issuing Bank and the L/C Issuer Banks to enter into this Agreement and their Affiliatesto extend credit hereunder and in recognition of the direct benefits to be received by Holdings and the US Borrower from the proceeds of the Loans and the issuance of the Letters of Credit, Holdings and the US Borrower hereby agree with the Banks as follows: each of Holdings and the US Borrower hereby unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness (including all interest that accrues after the commencement of any case or proceeding or other action relating to a bankruptcy, insolvency, reorganization or similar proceeding of any Guaranteed Party at the rate provided for in the respective documentation whether or not a claim for post-petition interest is allowed in any such proceeding) of the Guaranteed Parties, to the Guaranteed Creditors under this Agreement and the other Credit Documents and all Interest Rate Protection Agreement or Other Hedging Agreements entered into by a Guaranteed Creditor or a Lending Affiliate of a Guaranteed Creditor. If any or all of the indebtedness of the Guaranteed Parties to the Guaranteed Creditors becomes due and punctual payment of all present and future Obligationspayable hereunder or under such other Credit Documents or Interest Rate Protection Agreement or Other Hedging Agreements, Hedging Liability, and Funds Transfer and Deposit Account Liability, including, but not limited to, the due and punctual payment of principal of and interest on the Loans, the Reimbursement Obligations, Holdings and the due US Borrower unconditionally promise to pay such indebtedness to the Banks, on demand, together with any and punctual payment of all other Obligations now or hereafter owed reasonable out-of-pocket expenses which may be incurred by the Borrower Administrative Agent or the Banks in collecting any of such indebtedness. The word "indebtedness" is used in this Section 12 in its most comprehensive sense and means any and all advances, debts, obligations and liabilities of the Guaranteed Parties arising in connection with this Agreement or any other Credit Documents or under the Loan Documents and the due and punctual payment any Interest Rate Protection Agreement or Other Hedging Agreement with a Guaranteed Creditor or a Lending Affiliate of all Hedging Liability and Funds Transfer and Deposit Account Liabilitya Guaranteed Creditor, in each case as and when the same shall become due and payablecase, heretofore, now, or hereafter made, incurred or created, whether at stated maturityvoluntarily or involuntarily, by accelerationabsolute or contingent, liquidated or otherwiseunliquidated, according to the terms hereof and thereof (including all interest, costs, fees, and charges after the entry of an order for relief against the Borrower determined or such other obligor in a case under the United States Bankruptcy Code or any similar proceedingundetermined, whether or not such interest, costs, fees and charges would be an allowed claim against the Borrower or any such obligor in any such proceeding). In case of failure by the Borrower or other obligor punctually indebtedness is from time to pay any Obligations, Hedging Liabilitytime reduced, or Funds Transfer extinguished and Deposit Account Liability guaranteed hereby, each Guarantor hereby unconditionally agrees to make such payment thereafter increased or to cause such payment to be made punctually as and when the same shall become due and payableincurred, whether at stated maturitythe Guaranteed Parties may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by acceleration, or otherwiseany statute of limitations, and as if whether or not such payment were made by the Borrower indebtedness may be or such obligorhereafter become otherwise unenforceable.

The Guaranties. To induce Each Guarantor acknowledges that it has reviewed the Lenders terms and L/C Issuer to provide provisions of the credits described herein Credit Agreement and in consideration of benefits expected to accrue this Amendment and consents to the Borrower by reason amendment of the Commitments Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that the Guaranty Agreement and for other good the Collateral Documents to which it is a party or otherwise bound and valuable considerationall Collateral encumbered thereby will continue to guaranty or secure, receipt as the case may be, to the fullest extent possible the payment and performance of which is hereby acknowledgedall Obligations, the Parent and each Subsidiary party hereto Guarantied Obligations (including any Subsidiary executing an Additional Guarantor Supplement as defined in the form attached hereto applicable Guaranty Agreements) and Secured Obligations (as Exhibit F or such other form acceptable to defined in the Administrative Agent) hereby unconditionally and irrevocably guaranties jointly and severally to Collateral Documents), as the Administrative Agent, the Lenders, and the L/C Issuer and their Affiliates, the due and punctual payment of all present and future Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liabilitycase may be, including, but not limited towithout limitation, the due payment and punctual payment of principal of and interest on the Loans, the Reimbursement Obligations, and the due and punctual payment performance of all other Obligations of Borrower now or hereafter owed existing under or in respect of the Credit Agreement as amended by this Amendment and the Notes defined therein. Each Guarantor acknowledges and agrees that any of the Guaranty Agreements and the Collateral Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the Borrower under execution or effectiveness of this Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Loan Documents Credit Agreement as amended by this Amendment and the due Guaranty Agreements and punctual payment the Collateral Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of all Hedging Liability the Thirteenth Amendment Effective Date to the same extent as though made on and Funds Transfer as of that date except to the extent that such representations and Deposit Account Liabilitywarranties specifically relate to an earlier date, in each which case they are true, correct and complete in all material respects as of such earlier date. Each Guarantor acknowledges and when agrees that (i) notwithstanding the same shall become due and payableconditions to effectiveness set forth in this Amendment, whether at stated maturity, such Guarantor is not required by acceleration, the terms of the Credit Agreement or otherwise, according any other Loan Document to consent to the terms hereof and thereof (including all interest, costs, fees, and charges after amendments to the entry of an order for relief against the Borrower or such other obligor in a case under the United States Bankruptcy Code Credit Agreement effected pursuant to this Amendment or any similar proceedingother Loan Document and (ii) that neither the terms of the Credit Agreement, whether or not such interest, costs, fees and charges would any other Loan Document nor this Amendment shall be an allowed claim against deemed to require the Borrower or consent of any such obligor in Guarantor to any such proceeding). In case of failure by future amendments to the Borrower or other obligor punctually to pay any Obligations, Hedging Liability, or Funds Transfer and Deposit Account Liability guaranteed hereby, each Guarantor hereby unconditionally agrees to make such payment or to cause such payment to be made punctually as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, and as if such payment were made by the Borrower or such obligorCredit Agreement.

The Guaranties. To (a) In order to induce the Administrative Agent and the Lenders to enter into this Agreement and L/C Issuer to provide the credits described herein extend credit hereunder and in consideration of benefits expected to accrue to the Borrower by reason recognition of the Commitments direct benefits to be received by each of the U.S. Guarantors and for other good their respective Affiliates and valuable considerationSubsidiaries, receipt each of which is hereby acknowledgedthe U.S. Guarantors hereby, the Parent and each Subsidiary party hereto (including any Subsidiary executing an Additional Guarantor Supplement in the form attached hereto as Exhibit F or such other form acceptable to the Administrative Agent) hereby unconditionally and irrevocably guaranties jointly and severally to severally, absolutely, irrevocably and unconditionally guarantees the Administrative Agentfull and prompt payment when due, the Lenderswhether by acceleration or otherwise, and at all times thereafter, all of the L/C Issuer and their Affiliates, the due and punctual payment of all present and future Guaranteed Obligations, Hedging Liabilitywhether direct or indirect, and Funds Transfer and Deposit Account Liabilityabsolute or contingent, including, but not limited to, the due and punctual payment of principal of and interest on the Loans, the Reimbursement Obligations, and the due and punctual payment of all other Obligations or now or hereafter owed existing, or due or to become due, and each of the U.S. Guarantors further agrees, jointly and severally, to pay all expenses (including reasonable attorneys' fees and legal expenses) paid or incurred by any holder of any Guaranteed Obligations in endeavoring to collect the Borrower Guaranteed Obligations, or any part thereof, and in enforcing this Agreement; provided, however, that the U.S. Guarantors shall each only be liable under this Article XII for the Loan Documents maximum amount of such liability that can be hereby incurred without rendering the agreements set forth in this Article XII, as it relates to the U.S. Guarantors, as applicable, voidable under any applicable law relating to fraudulent conveyance or fraudulent transfer, and the not for any greater amount. This Guaranty constitutes a guaranty of payment when due and punctual payment not of all Hedging Liability collection, and Funds Transfer and Deposit Account Liabilityeach of the U.S. Guarantors specifically agrees that it shall not be necessary or required that any Guaranteed Creditor exercise any right, assert any claim or demand, or enforce any remedy whatsoever against any Borrower (or any other Person or any other Guarantor) before or as a condition to the obligations of the U.S. Guarantors hereunder. (b) Each U.S. Guarantor agrees that, in each case the event of the dissolution or insolvency of any Borrower or any Subsidiary, or the inability of any Borrower or any Subsidiary to pay debts as they mature, or an assignment by any Borrower or any Subsidiary for the benefit of creditors, or the institution of any proceeding by or against any Borrower or any Subsidiary alleging that any Borrower or any Subsidiary is insolvent or unable to pay its debts as they mature (subject to any applicable cure period provided herein), and if such event shall occur at a time when an Event of Default has occurred and is continuing, but any or all of the same shall become Guaranteed Obligations may not then be due and payable, whether at stated maturityeach U.S. Guarantor will pay, by accelerationon a joint and several basis, or otherwise, according to the terms hereof relevant Guaranteed Creditor forthwith the full amount that would 131 be payable hereunder by each of the U.S. Guarantors, on a joint and thereof (including several basis, if all interest, costs, fees, and charges after the entry of an order for relief against the Borrower or such other obligor in a case under the United States Bankruptcy Code or any similar proceeding, whether or not such interest, costs, fees and charges would be an allowed claim against the Borrower or any such obligor in any such proceeding). In case of failure by the Borrower or other obligor punctually to pay any Obligations, Hedging Liability, or Funds Transfer and Deposit Account Liability guaranteed hereby, each Guarantor hereby unconditionally agrees to make such payment or to cause such payment to be made punctually as and when the same shall become Guaranteed Obligations were then due and payable. (c) The joint and several obligations of each U.S. Guarantor under this Article XII shall in all respects be a continuing, whether at stated maturity, by acceleration, or otherwiseabsolute and unconditional guaranty, and shall remain in full force and effect (notwithstanding, without limitation, the dissolution of any U.S. Guarantor or that at any time or from time to time all Guaranteed Obligations may have been paid in full), subject to discontinuance as if such payment were made to any U.S. Guarantor only upon execution by the Borrower or Administrative Agent of a written notice, delivered in accordance with the terms of the Agreement, acknowledging the termination of all obligations of such obligorU.S. Guarantor, as the case may be, arising hereunder.

The Guaranties. To induce the Lenders and L/C Issuer Purchasers to provide purchase the credits Securities described herein and in consideration of benefits expected to accrue to the Borrower each Guarantor by reason of the Commitments and for other good and valuable consideration, receipt of which is hereby acknowledged, the Parent and each Subsidiary party hereto and each Subsidiary which executes and delivers a Guaranty (including any each such Subsidiary executing an Additional Guarantor Supplement in being hereinafter referred to individually as a "GUARANTOR" and collectively as the form attached hereto as Exhibit F or such other form acceptable to the Administrative Agent"GUARANTORS") hereby unconditionally and irrevocably guaranties guarantees jointly and severally to the Administrative Agent, the LendersPurchasers, their Affiliates and each other holder of the L/C Issuer Securities and their Affiliatesany of the Obligations, the due and punctual payment of all present and future Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, including, but not limited to, the due and punctual payment of principal of and interest on the Loans, Notes and obligations with respect to the Reimbursement Warrants and under the Deferred Put Obligations, and the due and punctual payment of all other Obligations now or hereafter owed by the Borrower under the Loan Documents and the due and punctual payment of all Hedging Liability and Funds Transfer and Deposit Account Liability, in each case as and when the same shall become due and payable, whether at stated maturity, by acceleration, acceleration or otherwise, according to the terms hereof and thereof (including all interest, costs, fees, as and charges after when the entry of an order for relief against the Borrower or such other obligor in a case under the United States Bankruptcy Code or any similar proceedingsame shall become due and payable, whether at its stated maturity, by acceleration or not such interestotherwise, costs, fees and charges would be an allowed claim against according to the Borrower or any such obligor in any such proceedingterms thereof (the Obligations so guaranteed being hereinafter referred to collectively as the "GUARANTEED OBLIGATIONS"). In case of failure by the Borrower or other obligor Company punctually to pay any Guaranteed Obligations, Hedging Liability, or Funds Transfer and Deposit Account Liability guaranteed hereby, each Guarantor hereby unconditionally and jointly and severally agrees to make such payment or to cause such payment to be made punctually as and when the same shall become due and payable, whether at stated maturity, by acceleration, acceleration or otherwise, and as if such payment were made by the Borrower or such obligorCompany.

The Guaranties. To induce the Lenders and L/C Issuer to provide the credits described herein and in consideration of benefits expected to accrue to the Borrower Borrowers by reason of the Commitments and for other good and valuable consideration, receipt of which is hereby acknowledged, the Parent and each Subsidiary Guarantor party hereto (including any Subsidiary Person executing an Additional Guarantor Supplement in the form attached hereto as Exhibit F H or such other form acceptable to the Administrative Agent) and the Borrowers (as to the Obligations of each other Borrower and Loan Party) hereby unconditionally and irrevocably guaranties guarantees jointly and severally to the Administrative Agent, the Lenders, and the L/C Issuer Lenders and their Affiliates, the due and punctual payment of all present and future Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, including, but not limited to, the due and punctual payment of principal of and interest on the Loans, the Reimbursement Obligations, and the due and punctual payment of all other Obligations now or hereafter owed by the Borrower Borrowers under the Loan Documents and the due and punctual payment of all Hedging Liability Rate Protection Obligations and Funds Transfer and Deposit Account Liabilityobligations with respect to Cash Management Services, in each case as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, according to the terms hereof and thereof (including all interest, costs, fees, and charges after the entry of an order for relief against the Borrower Borrowers or such other obligor in a case under the United States Bankruptcy Code or any similar proceeding, whether or not such interest, costs, fees and charges would be an allowed claim against the Borrower Borrowers or any such obligor in any such proceeding); provided, however, that, with respect to any Guarantor, the Rate Protection Obligations guaranteed by such Guarantor shall exclude all Excluded Swap Obligations. In case of failure by the Borrower Borrowers or other obligor punctually to pay any Obligations, Hedging Liability, or Funds Transfer and Deposit Account Liability guaranteed hereby, each Guarantor hereby unconditionally agrees to make such payment or to cause such payment to be made punctually as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, and as if such payment were made by the any Borrower or such obligor.

The Guaranties. To induce Each Guarantor acknowledges that it has reviewed the Lenders terms and L/C Issuer to provide provisions of the credits described herein Credit Agreement and in consideration of benefits expected to accrue this Amendment and consents to the Borrower by reason amendment of the Commitments Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that the Guaranty Agreement and for other good then Collateral Documents to which it is a party or otherwise bound and valuable considerationall Collateral encumbered thereby will continue to guaranty or secure, receipt as the case may be, to the fullest extent possible then payment and performance of which is hereby acknowledgedall Obligations, the Parent Guarantied Obligations (as defined in then applicable Guaranty Agreements) and each Subsidiary party hereto Secured Obligations (including any Subsidiary executing an Additional Guarantor Supplement as defined in the form attached hereto Collateral Documents), as Exhibit F or such other form acceptable to the Administrative Agent) hereby unconditionally and irrevocably guaranties jointly and severally to the Administrative Agent, the Lenders, and the L/C Issuer and their Affiliates, the due and punctual payment of all present and future Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liabilitycase may be, including, but not limited towithout limitation, the due payment and punctual payment of principal of and interest on the Loans, the Reimbursement Obligations, and the due and punctual payment performance of all other Obligations of Borrower now or hereafter owed existing under or in respect of the Credit Agreement as amended by this Amendment and the Notes defined therein. Each Guarantor acknowledges and agrees that any of the Guaranty Agreements and the Collateral Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by then execution or effectiveness of this Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Credit Agreement as amended by this Amendment and the Guaranty Agreements and the Collateral Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Fourteenth Amendment Effective Date to the same extent as though made on and as of that date except to the extent that such representations and warranties specifically relate to an earlier date, in which case they are true, correct and complete in all material respects as of such earlier date. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness sent forth in this Amendment, such Guarantor is not required by the Borrower under terms of the Credit Agreement or any other Loan Documents and the due and punctual payment of all Hedging Liability and Funds Transfer and Deposit Account Liability, in each case as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, according Document to consent to the terms hereof and thereof (including all interest, costs, fees, and charges after amendments to the entry of an order for relief against the Borrower or such other obligor in a case under the United States Bankruptcy Code Credit Agreement effected pursuant to this Amendment or any similar proceedingother Loan Document and (ii) that neither the terms of the Credit Agreement, whether or not such interest, costs, fees and charges would any other Loan Document nor this Amendment shall be an allowed claim against deemed to require the Borrower or consent of any such obligor in Guarantor to any such proceeding). In case of failure by future amendments to the Borrower or other obligor punctually to pay any Obligations, Hedging Liability, or Funds Transfer and Deposit Account Liability guaranteed hereby, each Guarantor hereby unconditionally agrees to make such payment or to cause such payment to be made punctually as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, and as if such payment were made by the Borrower or such obligorCredit Agreement.

The Guaranties. To induce the Lenders and L/C Issuer to provide the credits credit described herein and in consideration of benefits expected to accrue to the Borrower each Guarantor by reason of the Commitments and for other good and valuable consideration, receipt of which is hereby acknowledged, the Parent and each Subsidiary party hereto and each Subsidiary which executes and delivers a Guaranty (including any each such Subsidiary executing an Additional Guarantor Supplement in being hereinafter referred to individually as a "Guarantor" and collectively as the form attached hereto as Exhibit F or such other form acceptable to the Administrative Agent"Guarantors") hereby unconditionally and irrevocably guaranties guarantees jointly and severally to the Administrative Agent, the Lenders, their Affiliates and each other holder of any of the L/C Issuer Obligations, Hedging Liability and their AffiliatesFunds Transfer and Deposit Account Liability, (x) the due and punctual payment of all present and future Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, including, but not limited to, the due and punctual payment of principal of and interest on the Loans, the Loans and Reimbursement Obligations, and the due and punctual payment of all other Obligations now or hereafter owed by the Borrower under the Loan Documents and the due and punctual payment of all Hedging Liability and Funds Transfer and Deposit Account Liability, in each case as and when the same shall become due and payable, whether at stated maturity, by acceleration, acceleration or otherwise, according to the terms hereof and thereof and (including y) the due and punctual payment of all interest, costs, fees, present and charges after future Hedging Liability and Funds Transfer and Deposit Account Liability as and when the entry of an order for relief against the Borrower or such other obligor in a case under the United States Bankruptcy Code or any similar proceedingsame shall become due and payable, whether at its stated maturity, by acceleration or not such interestotherwise, costsaccording to the terms thereof (the Obligations, fees Hedging Liability and charges would be an allowed claim against Funds Transfer and Deposit Account Liability so guaranteed being hereinafter referred to collectively as the Borrower or any such obligor in any such proceeding"Guaranteed Obligations"). In case of failure by the Borrower or other obligor punctually to pay any Guaranteed Obligations, Hedging Liability, or Funds Transfer and Deposit Account Liability guaranteed hereby, each Guarantor hereby unconditionally and jointly and severally agrees to make such payment or to cause such payment to be made punctually as and when the same shall become due and payable, whether at stated maturity, by acceleration, acceleration or otherwise, and as if such payment were made by the Borrower or such obligorBorrower.

The Guaranties. The payment and performance of the Obligations shall at all times be guaranteed by each Guarantor pursuant to this Article IX or pursuant to one or more guaranty agreements in form and substance reasonably acceptable to the Required Holders, as the same may be amended, modified or supplemented from time to time (individually a “Guaranty” and collectively the “Guaranties”). To induce the Lenders and L/C Issuer Holders to provide purchase the credits described herein Notes and in consideration of benefits expected to accrue to the Borrower and each Guarantor by reason of the Commitments thereof and for other good and valuable consideration, receipt of which is hereby acknowledged, the Parent and each Subsidiary party hereto Guarantor (including any Domestic Subsidiary formed or acquired after the Closing Date executing an Additional Guarantor Supplement in the form attached hereto as Exhibit F or such other form of Guaranty as is reasonably acceptable to the Administrative AgentRequired Holders) hereby unconditionally and irrevocably guaranties guarantees jointly and severally to the Administrative Agent, the Lenders, and the L/C Issuer and their AffiliatesHolders, the due and punctual payment of all present and future Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, including, but not limited to, the due and punctual payment of principal of and interest on the Loans, the Reimbursement Obligations, Notes and the due and punctual payment of all other Obligations now or hereafter owed by the Borrower under the Loan Documents and the due and punctual payment of all Hedging Liability and Funds Transfer and Deposit Account LiabilityOperative Documents, in each case as and when the same shall become due and payable, whether at stated maturity, by acceleration, acceleration or otherwise, according to the terms hereof and thereof (including all interest, costs, fees, and charges after the entry of an order for relief against the Borrower or such other obligor in a case under the United States Bankruptcy Code or any similar proceeding, whether or not such interest, costs, fees and charges other amounts which, but for the filing of a petition in bankruptcy, would be an allowed claim against the Borrower or otherwise accrue on any such obligor in any such proceedingindebtedness, obligation, or liability). In case of failure by the Borrower or any other obligor punctually to pay any Obligations, Hedging Liability, or Funds Transfer and Deposit Account Liability Obligations guaranteed hereby, each Guarantor hereby unconditionally agrees to make such payment or to cause such payment to be made punctually as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, and as if such payment were made by the Borrower or such obligor. Each Guarantor agrees that its guaranty set forth in this Article IX is a guaranty of payment when due and not of collection, and each Guarantor waives (to the extent permitted by law) any right to require that any resort be made by the Holder Representative or any Holder to any collateral for the Obligations.

The Guaranties. To In order to induce the Lenders to enter into this Agreement and L/C Issuer to provide the credits described herein extend credit hereunder and in consideration recognition of the direct benefits expected to accrue be received by Prologis from the proceeds of the Loans and the issuance of the Letters of Credit, Prologis hereby absolutely, irrevocably and unconditionally guarantees, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of all of the Guaranteed Obligations of the applicable Affiliate Borrowers and the due performance and compliance with all terms, conditions and agreements contained in the Loan Documents by each such Affiliate Borrower. If any of the Guaranteed Obligations of such Affiliate Borrowers to any Agent and/or any Lender becomes due and payable hereunder, Prologis unconditionally promises to pay such indebtedness to such Agents and/or such Lenders, as applicable, on demand, together with all reasonable expenses which may be incurred by any Agent or the Borrower Lenders in collecting any of the Guaranteed Obligations. If claim is ever made upon any Agent and/or any Lender for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of the Commitments and for other good and valuable consideration(a) any judgment, receipt decree or order of which is hereby acknowledged, the Parent and each Subsidiary party hereto any court or administrative body having jurisdiction over such payee or any of its property or (b) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Affiliate Borrowers), then and in such event Prologis agrees that any Subsidiary executing an Additional Guarantor Supplement in such judgment, decree, order, settlement or compromise shall be binding upon such entity, notwithstanding any revocation of the form attached hereto as Exhibit F applicable guaranty under this Article XV or such other form acceptable instrument evidencing any liability of any Affiliate Borrower, and Prologis shall be and remain liable to the Administrative Agent) hereby unconditionally and irrevocably guaranties jointly and severally aforesaid payees hereunder for the amount so repaid or recovered to the Administrative Agent, the Lenders, and the L/C Issuer and their Affiliates, the due and punctual payment of all present and future Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, including, but not limited to, the due and punctual payment of principal of and interest on the Loans, the Reimbursement Obligations, and the due and punctual payment of all other Obligations now or hereafter owed by the Borrower under the Loan Documents and the due and punctual payment of all Hedging Liability and Funds Transfer and Deposit Account Liability, in each case as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, according to the terms hereof and thereof (including all interest, costs, fees, and charges after the entry of an order for relief against the Borrower or such other obligor in a case under the United States Bankruptcy Code or any similar proceeding, whether or not such interest, costs, fees and charges would be an allowed claim against the Borrower or any such obligor in any such proceeding). In case of failure by the Borrower or other obligor punctually to pay any Obligations, Hedging Liability, or Funds Transfer and Deposit Account Liability guaranteed hereby, each Guarantor hereby unconditionally agrees to make such payment or to cause such payment to be made punctually as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, and extent as if such payment were made amount had never originally been received by the Borrower or any such obligorpayee.

The Guaranties. To induce the Lenders and the L/C Issuer to provide the credits described herein and in consideration of benefits expected to accrue to the Borrower Borrowers by reason of the Revolving Credit Commitments and for other good and valuable consideration, receipt of which is hereby acknowledged, the Parent and each Subsidiary party hereto (including any Subsidiary executing an Additional Guarantor Supplement in the form attached hereto as Exhibit F or such other form acceptable to the Administrative Agent) hereby unconditionally and irrevocably guaranties guarantees jointly and severally to the Administrative Agent, the Lenders, Lenders and the L/C Issuer and their AffiliatesIssuer, the due and punctual payment of all present and future Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, including, but not limited to, the due and punctual payment of principal of and interest on the Loans, Notes, the Reimbursement Obligations, and the due and punctual payment of all other Obligations now or hereafter owed by the any Borrower under the Loan Documents and the due and punctual payment of all Hedging Liability and Funds Transfer and Deposit Account Liability, in each case as and when the same shall become due and payable, without set-off or counterclaim, whether at stated maturity, by acceleration, or otherwise, according to the terms hereof and thereof (including all interest, costs, fees, and charges after the entry of an order for relief against the any Borrower or such other obligor in a case under the United States Bankruptcy Code or any similar proceeding, whether or not such interest, costs, fees and charges would be an allowed claim against the such Borrower or any such obligor in any such proceeding). In case of failure by the any Borrower or other obligor punctually to pay any Obligations, Hedging Liability, or Funds Transfer and Deposit Account Liability Obligations guaranteed hereby, each Guarantor hereby unconditionally agrees to make such payment or to cause such payment to be made punctually as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, and as if such payment were made by the Borrower or such obligorBorrower.

The Guaranties. To In order to induce the Lenders to enter into this Agreement and L/C Issuer to provide the credits described herein extend credit hereunder and in consideration of benefits expected to accrue to the Borrower by reason recognition of the Commitments direct benefits to be received by each of General Partner and for other good and valuable consideration, receipt Prologis from the proceeds of which is hereby acknowledged, the Parent and each Subsidiary party hereto (including any Subsidiary executing an Additional Guarantor Supplement in the form attached hereto as Exhibit F or such other form acceptable to the Administrative Agent) hereby unconditionally and irrevocably guaranties jointly and severally to the Administrative Agent, the Lenders, and the L/C Issuer and their Affiliates, the due and punctual payment of all present and future Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, including, but not limited to, the due and punctual payment of principal of and interest on the Loans, the Reimbursement Obligations, and the due and punctual payment of all other Obligations now or hereafter owed by the Borrower under the Loan Documents and the due and punctual payment of all Hedging Liability and Funds Transfer and Deposit Account Liability, in each case as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, according to the terms hereof and thereof (including all interest, costs, fees, and charges after the entry of an order for relief against the Borrower or such other obligor in a case under the United States Bankruptcy Code or any similar proceeding, whether or not such interest, costs, fees and charges would be an allowed claim against the Borrower or any such obligor in any such proceeding). In case of failure by the Borrower or other obligor punctually to pay any Obligations, Hedging Liability, or Funds Transfer and Deposit Account Liability guaranteed hereby, each Guarantor hereby absolutely, irrevocably and unconditionally agrees to make such guarantees, jointly and severally, as primary obligor and not merely as surety guarantees the full and prompt payment or to cause such payment to be made punctually as and when the same shall become due and payabledue, whether at stated upon maturity, by acceleration, acceleration or otherwise, of all of the Guaranteed Obligations of the applicable Designated Borrowers and the due performance and compliance with all terms, conditions and agreements contained in the Loan Documents by each such Designated Borrower. If any of the Guaranteed Obligations of such Designated Borrowers to Administrative Agent and/or any Lender becomes due and payable hereunder, each Guarantor unconditionally promises to pay such indebtedness to Administrative Agent and/or such Lender, as applicable, on demand, together with all reasonable and documented expenses which may be incurred by Administrative Agent or such Lender in collecting any of the Guaranteed Obligations. If claim is ever made upon Administrative Agent and/or any Lender for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (a) any judgment, decree or order of any 127 Prologis, L.P. Term Loan Agreement court or administrative body having jurisdiction over such payee or any of its property or (b) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Designated Borrower), then and in such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such entity, notwithstanding any revocation of the applicable guaranty under this Article XV or other instrument evidencing any liability of any Designated Borrower, and each Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such payment were made amount had never originally been received by the Borrower or any such obligorpayee.

The Guaranties. To induce the Lenders and L/C Issuer to provide the credits described herein and in consideration of benefits expected to accrue to the Borrower Borrowers by reason of the Commitments and for other good and valuable consideration, receipt of which is hereby acknowledged, the Parent and each wholly-owned Domestic Subsidiary party hereto (other than the Borrowers but including any wholly-owned Domestic Subsidiary executing an Additional Guarantor Supplement in the form attached hereto as Exhibit F or such other form acceptable to the Administrative Agent) hereby unconditionally and irrevocably guaranties jointly and severally severally, as a primary obligor and not merely as a surety, to the Administrative Agent, the Lenders, and the L/C Issuer and their Affiliates, the due and punctual payment of all present and future Obligations, Hedging Liability, and Funds Transfer and Deposit Account LiabilityBank Product Obligations, including, but not limited to, the due and punctual payment of principal of and interest on the Loans, the Reimbursement Obligations, and the due and punctual payment of all other Obligations now or hereafter owed by the Borrower Borrowers under the Loan Documents and the due and punctual payment of all Hedging Liability and Funds Transfer and Deposit Account LiabilityBank Product Obligations, in each case as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, according to the terms hereof and thereof (including all interest, costs, fees, and charges after the entry of an order for relief against the any Borrower or such other obligor in a case under the United States Bankruptcy Code or any similar proceeding, whether or not such interest, costs, fees and charges would be an allowed claim against the Borrower Borrowers or any such obligor in any such proceeding). In case of failure by the any Borrower or other obligor punctually to pay any Obligations, Hedging Liability, or Funds Transfer and Deposit Account Liability Bank Product Obligations guaranteed hereby, each Guarantor hereby unconditionally agrees to make such payment or to cause such payment to be made punctually as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, and as if such payment were made by the such Borrower or such obligor. Each Guarantor further agrees that its guarantee hereunder constitutes a guarantee of payment when due and not of collection.

The Guaranties. To induce Each Guarantor acknowledges that it has reviewed the Lenders terms and L/C Issuer to provide provisions of the credits described herein Credit Agreement and in consideration of benefits expected to accrue this Amendment and consents to the Borrower by reason amendment of the Commitments Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that the Guaranty Agreement and for other good the Collateral Documents to which it is a party or otherwise bound and valuable considerationall Collateral encumbered thereby will continue to guaranty or secure, receipt as the case may be, to the fullest extent possible the payment and performance of which is hereby acknowledgedall Obligations, the Parent and each Subsidiary party hereto Guarantied Obligations (including any Subsidiary executing an Additional Guarantor Supplement as defined in the form attached hereto applicable Guaranty Agreements) and Secured Obligations (as Exhibit F or such other form acceptable to defined in the Administrative Agent) hereby unconditionally and irrevocably guaranties jointly and severally to Collateral Documents), as the Administrative Agent, the Lenders, and the L/C Issuer and their Affiliates, the due and punctual payment of all present and future Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liabilitycase may be, including, but not limited towithout limitation, the due payment and punctual payment of principal of and interest on the Loans, the Reimbursement Obligations, and the due and punctual payment performance of all other Obligations of Borrower now or hereafter owed existing under or in respect of the Credit Agreement as amended by this Amendment and the Notes defined therein. Each Guarantor acknowledges and agrees that any of the Guaranty Agreements and the Collateral Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the Borrower under execution or effectiveness of this Amendment. Each Guarantor represents and warrants that all representations and warranties contained in the Loan Documents Credit Agreement as amended by this Amendment and the due Guaranty Agreements and punctual payment the Collateral Documents to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of all Hedging Liability the Eighteenth Amendment Effective Date to the same extent as though made on and Funds Transfer as of that date except to the extent that such representations and Deposit Account Liabilitywarranties specifically relate to an earlier date, in each which case they are true, correct and complete in all material respects as of such earlier date. Each Guarantor acknowledges and when agrees that (i) notwithstanding the same shall become due and payableconditions to effectiveness set forth in this Amendment, whether at stated maturity, such Guarantor is not required by acceleration, the terms of the Credit Agreement or otherwise, according any other Loan Document to consent to the terms hereof and thereof (including all interest, costs, fees, and charges after amendments to the entry of an order for relief against the Borrower or such other obligor in a case under the United States Bankruptcy Code Credit Agreement effected pursuant to this Amendment or any similar proceedingother Loan Document and (ii) that neither the terms of the Credit Agreement, whether or not such interest, costs, fees and charges would any other Loan Document nor this 5 Amendment shall be an allowed claim against deemed to require the Borrower or consent of any such obligor in Guarantor to any such proceeding). In case of failure by future amendments to the Borrower or other obligor punctually to pay any Obligations, Hedging Liability, or Funds Transfer and Deposit Account Liability guaranteed hereby, each Guarantor hereby unconditionally agrees to make such payment or to cause such payment to be made punctually as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, and as if such payment were made by the Borrower or such obligorCredit Agreement.

The Guaranties. To induce the Lenders and L/C Issuer Purchasers to provide purchase the credits Securities described herein and in consideration of benefits expected to accrue to the Borrower each Guarantor by reason of the Commitments and for other good and valuable consideration, receipt of which is hereby acknowledged, the Parent and each Subsidiary party hereto and each Subsidiary which executes and delivers a Guaranty (including any each such Subsidiary executing an Additional Guarantor Supplement in being hereinafter referred to individually as a “Guarantor” and collectively as the form attached hereto as Exhibit F or such other form acceptable to the Administrative Agent“Guarantors”) hereby unconditionally and irrevocably guaranties guarantees jointly and severally to the Administrative Agent, the LendersPurchasers, their Affiliates and each other holder of the L/C Issuer Securities and their Affiliatesany of the Obligations, the due and punctual payment of all present and future Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, including, but not limited to, the due and punctual payment of principal of and interest on the Loans, Notes and obligations with respect to the Reimbursement Warrants and under the Deferred Put Obligations, and the due and punctual payment of all other Obligations now or hereafter owed by the Borrower under the Loan Documents and the due and punctual payment of all Hedging Liability and Funds Transfer and Deposit Account Liability, in each case as and when the same shall become due and payable, whether at stated maturity, by acceleration, acceleration or otherwise, according to the terms hereof and thereof (including all interest, costs, fees, as and charges after when the entry of an order for relief against the Borrower or such other obligor in a case under the United States Bankruptcy Code or any similar proceedingsame shall become due and payable, whether at its stated maturity, by acceleration or not such interestotherwise, costs, fees and charges would be an allowed claim against according to the Borrower or any such obligor in any such proceedingterms thereof (the Obligations so guaranteed being hereinafter referred to collectively as the “Guaranteed Obligations”). In case of failure by the Borrower or other obligor Company punctually to pay any Guaranteed Obligations, Hedging Liability, or Funds Transfer and Deposit Account Liability guaranteed hereby, each Guarantor hereby unconditionally and jointly and severally agrees to make such payment or to cause such payment to be made punctually as and when the same shall become due and payable, whether at stated maturity, by acceleration, acceleration or otherwise, and as if such payment were made by the Borrower or such obligorCompany. Each Guaranty is a guaranty of payment and not of collection.

The Guaranties. To In order to induce the Lenders and L/C Issuer to provide the credits described herein and in consideration of benefits expected to accrue to the Borrower by reason of the Commitments and for other good and valuable consideration, receipt of which is hereby acknowledged, the Parent and each Subsidiary party hereto (including any Subsidiary executing an Additional Guarantor Supplement in the form attached hereto as Exhibit F or such other form acceptable to the Administrative Agent) hereby unconditionally and irrevocably guaranties jointly and severally to the Administrative Agent, the Issuing Lender and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by Holdings and the Parent from the proceeds of the Loans and the issuance of the Letters of Credit, Holdings and the Parent hereby agree with the Lenders as follows: each of Holdings and the Parent hereby jointly and severally, unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness (including all interest that accrues after the commencement of any case or proceeding or other action relating to a bankruptcy, insolvency, reorganization or similar proceeding of the Borrower at the rate provided for in the respective documentation whether or not a claim for post-petition interest is allowed in any such proceeding) of the Borrower, to the Guaranteed Creditors under this Agreement and the other Credit Documents and all Interest Rate Protection Agreement or Other Hedging Agreements entered into by a Guaranteed Creditor or a Lending Affiliate of a Guaranteed Creditor. If any or all of the indebtedness of the Borrower to the Guaranteed Creditors becomes due and payable hereunder or under such other Credit Documents or Interest Rate Protection Agreement or Other Hedging Agreements, Holdings and the Parent unconditionally promise to pay such indebtedness to the Lenders, on demand, together with any and the L/C Issuer and their Affiliates, the due and punctual payment of all present and future Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, including, but not limited to, the due and punctual payment of principal of and interest on the Loans, the Reimbursement Obligations, and the due and punctual payment of all other Obligations now or hereafter owed reasonable out-of-pocket expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of such indebtedness. The word "indebtedness" is used in this Section 13 in its most comprehensive sense and means any and all advances, debts, obligations and liabilities of the Borrower arising in connection with this Agreement or any other Credit Documents or under the Loan Documents and the due and punctual payment any Interest Rate Protection Agreement or Other Hedging Agreement with a Guaranteed Creditor or a Lending Affiliate of all Hedging Liability and Funds Transfer and Deposit Account Liabilitya Guaranteed Creditor, in each case as and when the same shall become due and payablecase, heretofore, now, or hereafter made, incurred or created, whether at stated maturityvoluntarily or involuntarily, by accelerationabsolute or contingent, liquidated or otherwiseunliquidated, according to the terms hereof and thereof (including all interest, costs, fees, and charges after the entry of an order for relief against the Borrower determined or such other obligor in a case under the United States Bankruptcy Code or any similar proceedingundetermined, whether or not such interestindebtedness is from time to time reduced, costsor extinguished and thereafter increased or incurred, fees and charges would be an allowed claim against whether the Borrower may be liable individually or any such obligor in any such proceeding). In case of failure by the Borrower or other obligor punctually to pay any Obligations, Hedging Liability, or Funds Transfer and Deposit Account Liability guaranteed hereby, each Guarantor hereby unconditionally agrees to make such payment or to cause such payment to be made punctually as and when the same shall become due and payablejointly with others, whether at stated maturity, or not recovery upon such indebtedness may be or hereafter become barred by acceleration, or otherwiseany statute of limitations, and as if whether or not such payment were made by the Borrower indebtedness may be or such obligorhereafter become otherwise unenforceable.

The Guaranties. To In order to induce the Lenders to enter into this Agreement and L/C Issuer to provide the credits described herein extend credit hereunder and in consideration of benefits expected to accrue to the Borrower by reason recognition of the Commitments direct benefits to be received by each of General Partner and for other good and valuable consideration, receipt Prologis from the proceeds of which is hereby acknowledged, the Parent and each Subsidiary party hereto (including any Subsidiary executing an Additional Guarantor Supplement in the form attached hereto as Exhibit F or such other form acceptable to the Administrative Agent) hereby unconditionally and irrevocably guaranties jointly and severally to the Administrative Agent, the Lenders, and the L/C Issuer and their Affiliates, the due and punctual payment of all present and future Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability, including, but not limited to, the due and punctual payment of principal of and interest on the Loans, the Reimbursement Obligations, and the due and punctual payment of all other Obligations now or hereafter owed by the Borrower under the Loan Documents and the due and punctual payment of all Hedging Liability and Funds Transfer and Deposit Account Liability, in each case as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, according to the terms hereof and thereof (including all interest, costs, fees, and charges after the entry of an order for relief against the Borrower or such other obligor in a case under the United States Bankruptcy Code or any similar proceeding, whether or not such interest, costs, fees and charges would be an allowed claim against the Borrower or any such obligor in any such proceeding). In case of failure by the Borrower or other obligor punctually to pay any Obligations, Hedging Liability, or Funds Transfer and Deposit Account Liability guaranteed hereby, each Guarantor hereby absolutely, irrevocably and unconditionally agrees to make such guarantees, jointly and severally, as primary obligor and not merely as surety guarantees the full and prompt payment or to cause such payment to be made punctually as and when the same shall become due and payabledue, whether at stated upon maturity, by acceleration, acceleration or otherwise, of all of the Guaranteed Obligations of the applicable Designated Borrowers and the due performance and compliance with all terms, conditions and agreements contained in the Loan Documents by each such Designated Borrower. If any of the Guaranteed Obligations of such Designated Borrowers to Administrative Agent and/or any Lender becomes due and payable hereunder, each Guarantor unconditionally promises to pay such indebtedness to Administrative Agent and/or such Lender, as applicable, on demand, together with all reasonable expenses which may be incurred by Administrative Agent or such Lender in collecting any of the Guaranteed Obligations. If claim is ever made upon Administrative Agent and/or any Lender for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (b) any settlement or compromise of any such claim effected by such payee with any such claimant (including any Designated Borrower), then and in such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such entity, notwithstanding any revocation of the applicable guaranty under this Article XII or other instrument evidencing any liability of any Designated Borrower, and each Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such payment were made amount had never originally been received by the Borrower or any such obligorpayee.