Common use of Obligations Absolute and Unconditional Clause in Contracts

Obligations Absolute and Unconditional. (a) The obligations of Holdings, the Company and each US Obligor Affiliate under this Section 24 shall be a complete, present and continuing joint and several obligation of payment and performance and not just of collection. Holdings, the Company and each US Obligor Affiliate agrees that its obligations under this Section 24 shall be joint and several with any and any other Guarantees given in connection with this Agreement and the Notes from time to time. Holdings, the Company and each US Obligor Affiliate agrees that the US Obligor Affiliate Obligations in this Section 24 may be enforced by the holders without the necessity at any time of resorting to or exhausting any security or collateral, if any, given in connection herewith or with a Note or this Agreement or by or resorting to any other guaranties, and Holdings, the Company and each US Obligor Affiliate hereby waives the right to require any holder to join Holdings, the Company or any US Obligor Affiliate in any action brought under this Agreement or the Notes or to commence any action against or obtain any judgment against the Issuers or to pursue any other remedy or enforce any other right. Holdings, the Company and each US Obligor Affiliate further agrees that nothing contained herein or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Note or this Agreement, and the exercise of any of their rights or the completion of any of their remedies shall not constitute a discharge of any of Holdings’s, the Company’s or such US Obligor Affiliate’s obligations under this Section 24, it being the purpose and intent of Holdings, the Company and each US Obligor Affiliate that the obligations of Holdings, the Company and each US Obligor Affiliate under this Section 24 shall be absolute, independent and unconditional under any and all circumstances whatsoever. None of Holdings’s, the Company’s or US Obligor Affiliates’ obligations under this Section 24 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the Issuers under a Note or this Agreement or by reason of any Issuer’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against any Issuer. This joint and several obligation shall continue to be effective and be deemed to have continued in Lineage Logistics, LLC Note Purchase Agreement existence or be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant to a Note or this Agreement is rescinded or otherwise required to be returned by the payee upon the insolvency, bankruptcy, or reorganization of the payor, all as though such payment to such holder had not been made, regardless of whether such holder contested the order requiring the return of such payment. The obligations of Holdings pursuant to the preceding sentence shall survive any termination, cancellation, or release of these US Obligor Affiliate Obligations. (b) The obligations of the EUR Issuer and each Foreign Obligor Affiliate under this Section 24 shall be a complete, present and continuing joint and several obligation of payment and performance and not just of collection. The EUR Issuer and each Foreign Obligor Affiliate agrees that its obligations under this Section 24 shall be joint and several with any and any other Guarantees given in connection with this Agreement with respect to the Foreign Obligor Affiliate Obligations and the Foreign Currency Notes from time to time. The EUR Issuer and each Foreign Obligor Affiliate agrees that the Foreign Obligor Affiliate Obligations in this Section 24 may be enforced by the holders without the necessity at any time of resorting to or exhausting any security or collateral, if any, given in connection herewith or with a Note or this Agreement or by or resorting to any other guaranties, and the EUR Issuer and each Foreign Obligor Affiliate hereby waives the right to require any holder to join the EUR Issuer or any Foreign Obligor Affiliate in any action brought under this Agreement or the Foreign Currency Notes or to commence any action against or obtain any judgment against the EUR Issuer or to pursue any other remedy or enforce any other right. The EUR Issuer and each Foreign Obligor Affiliate further agrees that nothing contained herein or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations), and the exercise of any of their rights or the completion of any of their remedies shall not constitute a discharge of any of the EUR Issuer’s or such Foreign Obligor Affiliate’s obligations under this Section 24, it being the purpose and intent of the EUR Issuer and each Foreign Obligor Affiliate that the obligations of the EUR Issuer and each Foreign Obligor Affiliate under this Section 24 shall be absolute, independent and unconditional under any and all circumstances whatsoever. None of the EUR Issuer’s or Foreign Obligor Affiliates’ obligations under this Section 24 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the EUR Issuer under a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations) or by reason of the EUR Issuer’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against the EUR Issuer. This joint and several obligation shall continue to be effective and be deemed to have continued in existence or be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant to a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations) is rescinded or otherwise required to be returned by the payee upon the insolvency, bankruptcy, or reorganization of the payor, all as though such payment to such holder had not been made, regardless of whether such holder contested the order requiring the return of such payment. The obligations of the EUR Issuer and each Foreign Obligor Affiliate pursuant to the preceding sentence shall survive any termination, cancellation, or release of these Foreign Obligor Affiliate Obligations. Lineage Logistics, LLC Note Purchase Agreement

Obligations Absolute and Unconditional. (a) The obligations of Holdings, the Company and each US Obligor Affiliate under this Section 24 shall be a complete, present and continuing joint and several obligation of payment and performance and not just of collection. Holdings, the Company and each US Obligor Affiliate Lessee hereby agrees that its obligations under this Section 24 obligation to pay the Rental Payments from legally available funds appropriated for such purpose shall be joint absolute and several with unconditional without notice or demand, and without abatement, deduction, set-off, counterclaim, recoupment, diminution or defense whatsoever, whether now existing or hereafter arising, and notwithstanding any and damage to, loss, theft or destruction of the Project Site or any other Guarantees given in connection with this Agreement and the Notes from time to time. Holdingspart thereof, any failure of consideration, the Company and each US Obligor Affiliate agrees that the US Obligor Affiliate Obligations in this Section 24 may be enforced taking by the holders without the necessity at any time eminent domain of resorting title to or exhausting any security or collateral, if any, given in connection herewith or with a Note or this Agreement or by or resorting to any other guaranties, and Holdings, the Company and each US Obligor Affiliate hereby waives of the right to require any holder to join Holdings, the Company or any US Obligor Affiliate in any action brought under this Agreement or the Notes or to commence any action against or obtain any judgment against the Issuers or to pursue any other remedy or enforce any other right. Holdings, the Company and each US Obligor Affiliate further agrees that nothing contained herein or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Note or this Agreement, and the exercise of any of their rights or the completion of any of their remedies shall not constitute a discharge of any of Holdings’s, the Company’s or such US Obligor Affiliate’s obligations under this Section 24, it being the purpose and intent of Holdings, the Company and each US Obligor Affiliate that the obligations of Holdings, the Company and each US Obligor Affiliate under this Section 24 shall be absolute, independent and unconditional under any and all circumstances whatsoever. None of Holdings’s, the Company’s or US Obligor Affiliates’ obligations under this Section 24 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the Issuers under a Note or this Agreement or by reason of any Issuer’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against any Issuer. This joint and several obligation shall continue to be effective and be deemed to have continued in Lineage Logistics, LLC Note Purchase Agreement existence or be reinstated (as the case may be) if at any time payment temporary use of all or any part of the Project Site, legal curtailment of the Lessee’s use thereof, the eviction or constructive eviction of the Lessee, any sum payable pursuant to a Note change in the tax or this Agreement is rescinded other laws of the United States of America, the State of Missouri or otherwise required to be returned by any political subdivision thereof, any change in the payee upon the insolvency, bankruptcyLessee’s legal organization or status, or reorganization any default of the payorLessor hereunder, all as though such payment to such holder had not been made, and regardless of whether such holder contested the order requiring invalidity of any action of the return Lessor, and regardless of the invalidity of any portion of this Lease. Notwithstanding any dispute between the Lessee and the Lessor under this Lease, the Lessee shall pay all Rental Payments and Additional Payments when due and shall not withhold payment of any Rental Payments and Additional Payments pending the final resolution of such paymentdispute. The obligations of Holdings pursuant Monies appropriated to pay all Rental Payments and Additional Payments are pledged to the preceding sentence shall survive any termination, cancellation, or release payment of these US Obligor Affiliate Obligationsthe Certificates. (b) The obligations Nothing in this Lease shall be construed to release the Lessor from the performance of any agreement on its part herein contained or as a waiver by the EUR Issuer and each Foreign Obligor Affiliate Lessee of any rights or claims which the Lessee may have against the Lessor under this Section 24 Lease or otherwise, but any recovery upon such rights and claims shall be a complete, present and continuing joint and several obligation of payment and performance and not just of collection. The EUR Issuer and each Foreign Obligor Affiliate agrees that its obligations under this Section 24 shall be joint and several with any and any other Guarantees given in connection with this Agreement with respect to had from the Foreign Obligor Affiliate Obligations and the Foreign Currency Notes from time to time. The EUR Issuer and each Foreign Obligor Affiliate agrees that the Foreign Obligor Affiliate Obligations in this Section 24 may be enforced by the holders without the necessity at any time of resorting to or exhausting any security or collateral, if any, given in connection herewith or with a Note or this Agreement or by or resorting to any other guaranties, and the EUR Issuer and each Foreign Obligor Affiliate hereby waives the right to require any holder to join the EUR Issuer or any Foreign Obligor Affiliate in any action brought under this Agreement or the Foreign Currency Notes or to commence any action against or obtain any judgment against the EUR Issuer or to pursue any other remedy or enforce any other right. The EUR Issuer and each Foreign Obligor Affiliate further agrees that nothing contained herein or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations), and the exercise of any of their rights or the completion of any of their remedies shall not constitute a discharge of any of the EUR Issuer’s or such Foreign Obligor Affiliate’s obligations under this Section 24Lessor separately, it being the purpose and intent of the EUR Issuer and each Foreign Obligor Affiliate this Lease that the obligations Lessee shall (except as provided in subsection (a) above) be unconditionally and absolutely obligated to perform fully all of its obligations, agreements and covenants under this Lease (including the obligation to make Rental Payments and to make Additional Payments) for the benefit of the EUR Issuer Registered Owners of the Certificates. The Lessee may, however, at its own cost and each Foreign Obligor Affiliate expense and in its own name or in the name of the Lessor, prosecute or defend any action or proceeding or take any other action involving third persons which the Lessee deems reasonably necessary in order to secure or protect its right of possession, occupancy and use of the Project Site, and in such event the Lessor hereby agrees, so long as the Lessee is not in default under this Section 24 shall be absoluteLease, independent to cooperate fully with the Lessee and unconditional under any and to take all circumstances whatsoever. None action necessary to effect the substitution of the EUR Issuer’s or Foreign Obligor Affiliates’ obligations under this Section 24 nor any remedy Lessee for the enforcement thereof shall be impaired, modified, changed or released Lessor in any manner whatsoever by any impairment, modification, change, release such action or limitation of proceeding if the liability of the EUR Issuer under a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations) or by reason of the EUR Issuer’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against the EUR Issuer. This joint and several obligation Lessee shall continue to be effective and be deemed to have continued in existence or be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant to a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations) is rescinded or otherwise required to be returned by the payee upon the insolvency, bankruptcy, or reorganization of the payor, all as though such payment to such holder had not been made, regardless of whether such holder contested the order requiring the return of such payment. The obligations of the EUR Issuer and each Foreign Obligor Affiliate pursuant to the preceding sentence shall survive any termination, cancellation, or release of these Foreign Obligor Affiliate Obligations. Lineage Logistics, LLC Note Purchase Agreementso request.

Obligations Absolute and Unconditional. (a) The obligations of Holdingsthe Guarantor under Section 2.1 are primary obligations of the Guarantor and are an absolute, unconditional, continuing and irrevocable guarantee of the Company Guaranteed Obligations and each US Obligor Affiliate under this Section 24 not of collectability, and are in no way conditioned on or contingent upon any attempt to enforce in whole or in part Seller’s or any other Person’s liabilities and obligations to Buyer. The obligations of the Guarantor shall be constitute a complete, present and continuing joint and several obligation guaranty of payment and performance and not just of collection, binding upon the Guarantor and its successors and assigns and irrevocable without regard to: (i) the genuineness, validity, legality or enforceability of the Purchase Agreement, (ii) the lack of power or authority of Seller or Project Company to enter into the Purchase Agreement or to consummate the transactions contemplated thereby, (iii) any substitution, release or exchange of any other guaranty or any other security for any of the Guaranteed Obligations or any of the obligations under the Purchase Agreement, or (iv) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge of a surety or guarantor other than the defense that the Guaranteed Obligations have been paid or otherwise discharged in full. HoldingsThe Guarantor shall forthwith pay each Guaranteed Obligation in immediately available funds as and when it is due. Each failure by the Guarantor to pay a Guaranteed Obligation or any other obligation hereunder shall give rise to a separate cause of action herewith, and separate suits may be brought hereunder as each cause of action arises whether or not any action is brought or prosecuted against Seller or any other Person and whether or not Seller or any other Person is joined in any action under this Agreement. Nothing herein shall prevent or preclude Buyer from delivering a demand for payment of any Guaranteed Obligation pursuant hereto concurrently with delivery to Seller of a Notice of a claim for indemnification under the Purchase Agreement. (b) Without limiting the generality of the foregoing, the Company and each US Obligor Affiliate agrees that Guarantor shall have no right to terminate this Agreement, or to be released, relieved or discharged from its obligations hereunder except as provided herein. (c) The Guarantor waives (i) notice of acceptance of this Agreement, (ii) notice of all defaults or disputes with Seller, (iii) demand or presentment for payment to Seller or the making of any protest, (iv) notice of the amount of the Guaranteed Obligations outstanding at any time, (v) notice of any amendment, modification or waiver of or under this Section 24 shall be joint the Purchase Agreement, and several with (vi) all other notices or demands not explicitly required hereunder. Each of Buyer and Seller (and their successors and assigns) may, at any time and any other Guarantees given in connection with this Agreement and the Notes from time to time. Holdingstime (whether or not after revocation or termination of this Agreement) without the consent of or notice to the Guarantor, but solely in accordance with the Company and each US Obligor Affiliate agrees that the US Obligor Affiliate Obligations in this Section 24 Purchase Agreement, except such notice as may be enforced required by Applicable Law which cannot be waived, without impairing or releasing the holders obligations of the Guarantor hereunder, upon or without the necessity at any time of resorting to terms or exhausting any security conditions and in whole or collateral, if any, given in connection herewith or with a Note or this Agreement or by or resorting part: (1) consent to any other guarantieschange in the manner or place and terms of payment of, and Holdingsor renew or alter, the Company and each US Obligor Affiliate hereby waives the right to require any holder to join HoldingsGuaranteed Obligation, the Company or any US Obligor Affiliate obligations and liabilities (including any of those hereunder) incurred directly or indirectly in any action brought under this Agreement respect thereof or the Notes or to commence any action against or obtain any judgment against the Issuers or to pursue any other remedy or enforce any other right. Holdings, the Company and each US Obligor Affiliate further agrees that nothing contained herein or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Note or this Agreementhereof, and the exercise of any of their rights or agreements herein made shall apply to the completion of any of their remedies shall not constitute a discharge of any of Holdings’s, the Company’s Guaranteed Obligations or such US Obligor Affiliate’s other obligations under this Section 24as so changed, it being extended, renewed, modified, amended, supplemented or altered in any manner; (2) otherwise amend or modify the purpose and intent of HoldingsPurchase Agreement pursuant to the terms thereof; (3) exercise or refrain from exercising any rights against others or otherwise act or refrain from acting; (4) add any guarantor or release any other guarantor from its obligations, the Company and in each US Obligor Affiliate that case, without affecting or impairing the obligations of Holdingsthe Guarantor hereunder; (5) settle or compromise any Guaranteed Obligations or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the Company and each US Obligor Affiliate under this Section 24 shall be absolute, independent and unconditional under any and all circumstances whatsoever. None of Holdings’s, the Company’s or US Obligor Affiliates’ obligations under this Section 24 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the Issuers under a Note or this Agreement or by reason of any Issuer’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against any Issuer. This joint and several obligation shall continue to be effective and be deemed to have continued in Lineage Logistics, LLC Note Purchase Agreement existence or be reinstated (as the case may be) if at any time payment of all or any part thereof to the payment of any sum payable obligations and liabilities which may be due to Buyer; (6) apply any sums by whomsoever paid or howsoever realized to any obligations and liabilities of Seller to Buyer under the Purchase Agreement in the manner provided therein regardless of what obligations and liabilities remain unpaid; and (7) act or fail to act in any manner referred to in this Agreement which may deprive the Guarantor of its right to subrogation against Seller to recover full indemnity for any payments made pursuant to a Note or this Agreement is rescinded or otherwise required to be returned by the payee upon the insolvency, bankruptcy, or reorganization of the payor, all as though such payment to such holder had not been made, regardless its right of whether such holder contested the order requiring the return of such payment. The obligations of Holdings pursuant to the preceding sentence shall survive contribution against any termination, cancellation, or release of these US Obligor Affiliate Obligationsother party. (bd) This is a continuing agreement and all obligations to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. The obligations amount of the EUR Issuer Guarantor’s liability and each Foreign Obligor Affiliate all rights, powers and remedies of Buyer hereunder shall be cumulative and not alternative and such rights, powers and remedies shall be in addition to all rights, powers and remedies given to Buyer under the Purchase Agreement. The liability of the Guarantor under this Section 24 shall be a complete, present and continuing joint and several obligation Guaranty is independent of payment and performance and not just of collection. The EUR Issuer and each Foreign Obligor Affiliate agrees that its obligations under this Section 24 shall be joint and several with any and any other Guarantees given in connection with this Agreement with respect to the Foreign Obligor Affiliate Obligations and the Foreign Currency Notes from time to time. The EUR Issuer and each Foreign Obligor Affiliate agrees that the Foreign Obligor Affiliate Obligations in this Section 24 may be enforced by the holders without the necessity at any time of resorting to or exhausting any security or collateral, if any, given in connection herewith or with a Note or this Agreement or by or resorting to any other guaranties, and the EUR Issuer and each Foreign Obligor Affiliate hereby waives the right to require any holder to join the EUR Issuer or any Foreign Obligor Affiliate in any action brought under this Agreement or the Foreign Currency Notes or to commence any action against or obtain any judgment against the EUR Issuer or to pursue any other remedy or enforce any other right. The EUR Issuer and each Foreign Obligor Affiliate further agrees that nothing contained herein or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations), and the exercise of any of their rights or the completion of any of their remedies shall not constitute a discharge of any of the EUR Issuer’s or such Foreign Obligor Affiliate’s obligations under this Section 24, it being the purpose and intent of the EUR Issuer and each Foreign Obligor Affiliate that the obligations of the EUR Issuer and each Foreign Obligor Affiliate under this Section 24 shall any other Person, which may be absolute, independent and unconditional under any and all circumstances whatsoever. None initially or otherwise responsible for performance or payment of the EUR Issuer’s or Foreign Obligor Affiliates’ obligations under this Section 24 nor any remedy for hereunder, and, in the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the EUR Issuer under a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations) or by reason of the EUR Issuer’s bankruptcy or by reason event of any creditor default hereunder, a separate action or bankruptcy proceeding instituted by or actions may be brought and prosecuted against the EUR Issuer. This joint and several obligation shall continue to be effective and be deemed to have continued in existence Guarantor, whether or be reinstated (as not any other Person is joined therein or a separate action or actions are brought against the case may be) if at any time payment of all Guarantor or any part of any sum payable pursuant to a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations) is rescinded or otherwise required to be returned by the payee upon the insolvency, bankruptcy, or reorganization of the payor, all as though such payment to such holder had not been made, regardless of whether such holder contested the order requiring the return of such payment. The obligations of the EUR Issuer and each Foreign Obligor Affiliate pursuant to the preceding sentence shall survive any termination, cancellation, or release of these Foreign Obligor Affiliate Obligations. Lineage Logistics, LLC Note Purchase Agreementother Person.

Obligations Absolute and Unconditional. (a) The obligations of Holdings, the Company and each US Obligor Affiliate under this Section 24 shall be a complete, present and continuing joint and several obligation of payment and performance and not just of collection. Holdings, the Company and each US Obligor Affiliate agrees that its obligations under this Section 24 shall be joint and several with any and any other Guarantees given in connection with this Agreement and the Notes from time to time. Holdings, the Company and each US Obligor Affiliate agrees that the US Obligor Affiliate Obligations in this Section 24 may be enforced by the holders without the necessity at any time of resorting to or exhausting any security or collateral, if any, given in connection herewith or with a Note or this Agreement or by or resorting to any other guaranties, and Holdings, the Company and each US Obligor Affiliate hereby waives the right to require any holder to join Holdings, the Company or any US Obligor Affiliate in any action brought under this Agreement or the Notes or to commence any action against or obtain any judgment against the Issuers EUR Issuer or to pursue any other remedy or enforce any other right. Holdings, the Company and each US Obligor Affiliate further agrees that nothing contained herein or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Note or this Agreement, and the exercise of any of their rights or the completion of any of their remedies shall not constitute a discharge of any of Holdings’s, the Company’s or such US Obligor Affiliate’s obligations under this Section 24, it being the purpose and intent of Holdings, the Company and each US Obligor Affiliate that the obligations of Holdings, the Company and each US Obligor Affiliate under this Section 24 shall be absolute, independent and unconditional under any and all circumstances whatsoever. None of Holdings’s, the Company’s or US Obligor Affiliates’ obligations under this Section 24 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the Issuers EUR Issuer under a Note or this Agreement or by reason of any the EUR Issuer’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against any the EUR Issuer. This joint and several obligation shall continue to be effective and be deemed to have continued in Lineage Logistics, LLC Note Purchase Agreement existence or be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant to a Note or this Agreement is rescinded or otherwise required to be returned by the payee upon the insolvency, bankruptcy, or reorganization of the payor, all as though such payment to such holder had not been made, regardless of whether such holder contested the order requiring the return of such payment. The obligations of Holdings pursuant to the preceding sentence shall survive any termination, cancellation, or release of these US Obligor Affiliate Obligations.. Lineage Logistics Note Purchase Agreement (b) The obligations of the EUR Issuer and each Foreign Obligor Affiliate under this Section 24 shall be a complete, present and continuing joint and several obligation of payment and performance and not just of collection. The EUR Issuer and each Foreign Obligor Affiliate agrees that its obligations under this Section 24 shall be joint and several with any and any other Guarantees given in connection with this Agreement with respect to the Foreign Obligor Affiliate Obligations and the Foreign Currency Notes from time to time. The EUR Issuer and each Foreign Obligor Affiliate agrees that the Foreign Obligor Affiliate Obligations in this Section 24 may be enforced by the holders without the necessity at any time of resorting to or exhausting any security or collateral, if any, given in connection herewith or with a Note or this Agreement or by or resorting to any other guaranties, and the EUR Issuer and each Foreign Obligor Affiliate hereby waives the right to require any holder to join the EUR Issuer or any Foreign Obligor Affiliate in any action brought under this Agreement or the Foreign Currency Notes or to commence any action against or obtain any judgment against the EUR Issuer or to pursue any other remedy or enforce any other right. The EUR Issuer and each Foreign Obligor Affiliate further agrees that nothing contained herein or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations), and the exercise of any of their rights or the completion of any of their remedies shall not constitute a discharge of any of the EUR Issuer’s or such Foreign Obligor Affiliate’s obligations under this Section 24, it being the purpose and intent of the EUR Issuer and each Foreign Obligor Affiliate that the obligations of the EUR Issuer and each Foreign Obligor Affiliate under this Section 24 shall be absolute, independent and unconditional under any and all circumstances whatsoever. None of the EUR Issuer’s or Foreign Obligor Affiliates’ obligations under this Section 24 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the EUR Issuer under a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations) or by reason of the EUR Issuer’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against the EUR Issuer. This joint and several obligation shall continue to be effective and be deemed to have continued in existence or be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant to a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations) is rescinded or otherwise required to be returned by the payee upon the insolvency, bankruptcy, or reorganization of the payor, all as though such payment to such holder had not been made, regardless of whether such holder contested the order requiring the return of such payment. The obligations of the EUR Issuer and each Foreign Obligor Affiliate pursuant to the preceding sentence shall survive any termination, cancellation, or release of these Foreign Obligor Affiliate Obligations. Lineage Logistics, LLC Note Purchase Agreement.

Obligations Absolute and Unconditional. (a) The obligations of Holdingsthe Guarantors hereunder are primary obligations of each Guarantor, the Company and each US Obligor Affiliate under this Section 24 shall be on a complete, present and continuing joint and several obligation basis, and are an absolute, unconditional, continuing and irrevocable guaranty of payment of the Guaranteed Obligations and performance the other obligations of the Guarantors hereunder and not just of collectioncollectability, and are in no way conditioned on or contingent upon any attempt to enforce in whole or in part Borrower’s or any other Person’s liabilities and obligations to Lender. HoldingsEach Guarantor, on a joint and several basis, shall pay each Guaranteed Obligation in immediately available funds as and when it is due. Each failure by the Guarantors to pay a Guaranteed Obligation or any other obligation hereunder shall give rise to a separate cause of action herewith, and separate suits may be brought hereunder as each cause of action arises. (b) Each Guarantor agrees that it is directly and primarily liable to Lender, that its obligations hereunder are independent of the obligations of any other guarantor of the Guaranteed Obligations, and that a separate action or actions may be brought and prosecuted against such Guarantor, whether action is brought against Borrower (or any other guarantor of the Guaranteed Obligations) or whether Borrower (or any such other guarantor) is joined in any such action or actions. Each Guarantor agrees that any release which may be given to Borrower, the Company and each US Obligor Affiliate agrees that other Guarantor or any other person or entity directly or indirectly liable for the Guaranteed Obligations shall not release such Guarantor from its obligations under this Section 24 shall be joint Guaranty. (c) Lender may, at any time and several with any and any other Guarantees given in connection with this Agreement and the Notes from time to time. Holdingstime (whether or not after revocation or termination of this Guaranty) without the consent of or notice to any Guarantor, the Company and each US Obligor Affiliate agrees that the US Obligor Affiliate Obligations in this Section 24 except such notice as may be enforced required by the holders Financing Documents or applicable law which cannot be waived, without the necessity at any time of resorting to or exhausting any security or collateral, if any, given in connection herewith or with a Note or this Agreement or by or resorting incurring responsibility to any other guarantiesGuarantor, without impairing or releasing the obligations of any Guarantor hereunder, upon or without any terms or conditions and Holdingsin whole or in part: (i) consent to any change in the manner, the Company place and each US Obligor Affiliate hereby waives the right to require terms of payment of, or renew or alter, any holder to join HoldingsGuaranteed Obligation, the Company or any US Obligor Affiliate obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, or consent to any action brought under this Agreement modification or amendment of the Notes or to commence any action against or obtain any judgment against the Issuers or to pursue any other remedy or enforce any other right. Holdings, the Company and each US Obligor Affiliate further agrees that nothing contained herein or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Note or this AgreementCash Grant Applications, and the exercise of any of their rights or guarantees herein made shall apply to the completion of any of their remedies shall not constitute a discharge of any of Holdings’s, the Company’s Guaranteed Obligations or such US Obligor Affiliate’s other obligations under this Section 24as changed, it being extended, renewed, modified, amended, supplemented or altered in any manner; (ii) exercise or refrain from exercising any rights against Borrower or others (including the purpose and intent of Holdings, the Company and each US Obligor Affiliate that Guarantors) or otherwise act or refrain from acting; (iii) add or release any other guarantor from its obligations without affecting or impairing the obligations of Holdingsthe Guarantors hereunder; (iv) settle or compromise any Guaranteed Obligations or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the Company and each US Obligor Affiliate under this Section 24 shall be absolute, independent and unconditional under any and all circumstances whatsoever. None of Holdings’s, the Company’s or US Obligor Affiliates’ obligations under this Section 24 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the Issuers under a Note or this Agreement or by reason of any Issuer’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against any Issuer. This joint and several obligation shall continue to be effective and be deemed to have continued in Lineage Logistics, LLC Note Purchase Agreement existence or be reinstated (as the case may be) if at any time payment of all or any part thereof to the payment or performance of any sum payable pursuant obligations and liabilities which may be due to a Note Lender or this Agreement is rescinded others; (v) sell, exchange, release, surrender, realize upon or otherwise required to be returned by the payee upon the insolvency, bankruptcy, or reorganization of the payor, all as though such payment to such holder had not been made, regardless of whether such holder contested the order requiring the return of such payment. The obligations of Holdings pursuant to the preceding sentence shall survive any termination, cancellation, or release of these US Obligor Affiliate Obligations. (b) The obligations of the EUR Issuer and each Foreign Obligor Affiliate under this Section 24 shall be a complete, present and continuing joint and several obligation of payment and performance and not just of collection. The EUR Issuer and each Foreign Obligor Affiliate agrees that its obligations under this Section 24 shall be joint and several deal with any and any other Guarantees given in connection with this Agreement with respect to the Foreign Obligor Affiliate Obligations and the Foreign Currency Notes from time to time. The EUR Issuer and each Foreign Obligor Affiliate agrees that the Foreign Obligor Affiliate Obligations in this Section 24 may be enforced by the holders without the necessity at any time of resorting to or exhausting any security or collateral, if any, given in connection herewith or with a Note or this Agreement or by or resorting to any other guaranties, and the EUR Issuer and each Foreign Obligor Affiliate hereby waives the right to require any holder to join the EUR Issuer or any Foreign Obligor Affiliate in any action brought under this Agreement or the Foreign Currency Notes or to commence any action against or obtain any judgment against the EUR Issuer or to pursue any other remedy or enforce any other right. The EUR Issuer and each Foreign Obligor Affiliate further agrees that nothing contained herein or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations), and the exercise of any of their rights or the completion of any of their remedies shall not constitute a discharge of any of the EUR Issuer’s or such Foreign Obligor Affiliate’s obligations under this Section 24, it being the purpose and intent of the EUR Issuer and each Foreign Obligor Affiliate that the obligations of the EUR Issuer and each Foreign Obligor Affiliate under this Section 24 shall be absolute, independent and unconditional under any and all circumstances whatsoever. None of the EUR Issuer’s or Foreign Obligor Affiliates’ obligations under this Section 24 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever or in any order any property by any impairment, modification, change, release whomsoever pledged or limitation of mortgaged to secure or howsoever securing the liability of the EUR Issuer under a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations) or by reason of the EUR Issuer’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against the EUR Issuer. This joint and several obligation shall continue to be effective and be deemed to have continued in existence or be reinstated (as the case may be) if at any time payment of all Guaranteed Obligations or any part liabilities or obligations (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof and/or any sum payable pursuant to a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations) is rescinded or otherwise required to be returned by the payee upon the insolvency, bankruptcy, or reorganization of the payor, all as though such payment to such holder had not been made, regardless of whether such holder contested the order requiring the return of such payment. The obligations of the EUR Issuer and each Foreign Obligor Affiliate pursuant to the preceding sentence shall survive any termination, cancellation, or release of these Foreign Obligor Affiliate Obligations. Lineage Logistics, LLC Note Purchase Agreementoffset there against;

Obligations Absolute and Unconditional. (a) The obligations of Holdings, the Company and each US Obligor Affiliate Parent Guarantor under this Section 24 23 shall be a complete, present and continuing joint and several obligation guaranty of payment and performance and not just of collection. Holdings, the Company and each US Obligor Affiliate The Parent Guarantor agrees that its obligations under this Section 24 hereunder shall be joint and several with any and any all other Guarantees guarantees given in connection with this Agreement and the Notes from time to time. Holdings, the Company and each US Obligor Affiliate The Parent Guarantor agrees that the US Obligor Affiliate Obligations guaranty in this Section 24 23 may be enforced by the holders without the necessity at any time of resorting to or exhausting any security or collateral, if any, given in connection herewith or with a Note or this Agreement or by or resorting to any other guaranties, including, but not limited to any Subsidiary Guaranty, and Holdings, the Company and each US Obligor Affiliate Parent Guarantor hereby waives the right to require the any holder to join Holdings, the Company or any US Obligor Affiliate in any action brought under this Agreement or the Notes or to commence any action against or obtain any judgment against the Issuers Company or to pursue any other remedy or enforce Terreno Realty LLC Agreement Note Purchase any other right. Holdings, the Company and each US Obligor Affiliate The Parent Guarantor further agrees that nothing contained herein or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Note Note, this Agreement or this Agreementany Subsidiary Guaranty, and the exercise of any of their rights or the completion of any of their remedies shall not constitute a discharge of any of Holdings’s, the Company’s or such US Obligor AffiliateParent Guarantor’s obligations under this Section 2423, it being the purpose and intent of Holdings, the Company and each US Obligor Affiliate Parent Guarantor that the obligations of Holdings, the Company and each US Obligor Affiliate under this Section 24 such Parent Guarantor hereunder shall be primary, absolute, independent and unconditional under any and all circumstances whatsoever. None of Holdings’s, Neither the CompanyParent Guarantor’s or US Obligor Affiliates’ obligations under this Section 24 23 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the Issuers Company under a Note or Note, this Agreement or by reason of any Issuer’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against any Issuer. This joint and several obligation shall continue to be effective and be deemed to have continued in Lineage Logistics, LLC Note Purchase Agreement existence or be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant to a Note or this Agreement is rescinded or otherwise required to be returned by the payee upon the insolvency, bankruptcy, or reorganization of the payor, all as though such payment to such holder had not been made, regardless of whether such holder contested the order requiring the return of such payment. The obligations of Holdings pursuant to the preceding sentence shall survive any termination, cancellation, or release of these US Obligor Affiliate Obligations. (b) The obligations of the EUR Issuer and each Foreign Obligor Affiliate under this Section 24 shall be a complete, present and continuing joint and several obligation of payment and performance and not just of collection. The EUR Issuer and each Foreign Obligor Affiliate agrees that its obligations under this Section 24 shall be joint and several with any and any other Guarantees given in connection with this Agreement with respect to the Foreign Obligor Affiliate Obligations and the Foreign Currency Notes from time to time. The EUR Issuer and each Foreign Obligor Affiliate agrees that the Foreign Obligor Affiliate Obligations in this Section 24 may be enforced by the holders without the necessity at any time of resorting to or exhausting any security or collateral, if any, given in connection herewith or with a Note or this Agreement or by or resorting to any other guaranties, and the EUR Issuer and each Foreign Obligor Affiliate hereby waives the right to require any holder to join the EUR Issuer or any Foreign Obligor Affiliate in any action brought under this Agreement or the Foreign Currency Notes or to commence any action against or obtain any judgment against the EUR Issuer or to pursue any other remedy or enforce any other right. The EUR Issuer and each Foreign Obligor Affiliate further agrees that nothing contained herein or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations), and the exercise of any of their rights or the completion of any of their remedies shall not constitute a discharge of any of the EUR Issuer’s or such Foreign Obligor Affiliate’s obligations under this Section 24, it being the purpose and intent of the EUR Issuer and each Foreign Obligor Affiliate that the obligations of the EUR Issuer and each Foreign Obligor Affiliate under this Section 24 shall be absolute, independent and unconditional under any and all circumstances whatsoever. None of the EUR Issuer’s or Foreign Obligor Affiliates’ obligations under this Section 24 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the EUR Issuer under a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations) Subsidiary Guaranty or by reason of the EUR IssuerCompany’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against the EUR IssuerCompany. This joint and several obligation guaranty shall continue to be effective and be deemed to have continued in existence or be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant to a Foreign Currency Note or Note, this Agreement (with respect to the Foreign Obligor Affiliate Obligations) or any Subsidiary Guaranty is rescinded or otherwise required to be returned by the payee upon the insolvency, bankruptcy, or reorganization of the payor, all as though such payment to such holder had not been made, regardless of whether such holder contested the order requiring the return of such payment. The obligations of the EUR Issuer and each Foreign Obligor Affiliate Parent Guarantor pursuant to the preceding sentence shall survive any termination, cancellation, or release of these Foreign Obligor Affiliate Obligations. Lineage Logistics, LLC Note Purchase Agreementthis guaranty.

Obligations Absolute and Unconditional. (a) The obligations of Holdings, the Company and each US Obligor Affiliate under this Section 24 shall be a complete, present and continuing joint and several obligation of payment and performance and not just of collection. Holdings, the Company and each US Obligor Affiliate agrees that its obligations under this Section 24 shall be joint and several with any and any other Guarantees given in connection with this Agreement and the Notes from time to time. Holdings, the Company and each US Obligor Affiliate agrees that the US Obligor Affiliate Obligations in this Section 24 may be enforced by the holders without the necessity at any time of resorting to or exhausting any security or collateral, if any, given in connection herewith or with a Note or this Agreement or by or resorting to any other guaranties, and Holdings, the Company and each US Obligor Affiliate hereby waives the right to require any holder to join Holdings, the Company or any US Obligor Affiliate in any action brought under this Agreement or the Notes or to commence any action against or obtain any judgment against the Issuers or to pursue any other remedy or enforce any other right. Holdings, the Company and each US Obligor Affiliate further agrees that nothing contained herein or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Note or this Agreement, and the exercise of any of their rights or the completion of any of their remedies shall not constitute a discharge of any of Holdings’s, the Company’s or such US Obligor Affiliate’s obligations under this Section 24, it being the purpose and intent of Holdings, the Company and each US Obligor Affiliate that the obligations of Holdings, the Company and each US Obligor Affiliate under this Section 24 shall be absolute, independent and unconditional under any and all circumstances whatsoever. None of Holdings’s, the Company’s or US Obligor Affiliates’ obligations under this Section 24 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the Issuers under a Note or this Agreement or by reason of any Issuer’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against any Issuer. This joint and several obligation shall continue to be effective and be deemed to have continued in Lineage Logistics, LLC Note Purchase Agreement existence or be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant to a Note or this Agreement is rescinded or otherwise required to be returned by the payee upon the insolvency, bankruptcy, or reorganization of the payor, all as though such payment to such holder had not been made, regardless of whether such holder contested the order requiring the return of such payment. The obligations of Holdings pursuant to the preceding sentence shall survive any termination, cancellation, or release of these US Obligor Affiliate Obligations. (b) The obligations of the EUR Issuer and each Foreign Obligor Affiliate under this Section 24 shall be a complete, present and continuing joint and several obligation of payment and performance and not just of collection. The EUR Issuer and each Foreign Obligor Affiliate agrees that its obligations under this Section 24 shall be joint and several with any and any other Lineage Logistics, LLC Note Purchase Agreement Guarantees given in connection with this Agreement with respect to the Foreign Obligor Affiliate Obligations and the Foreign Currency Notes from time to time. The EUR Issuer and each Foreign Obligor Affiliate agrees that the Foreign Obligor Affiliate Obligations in this Section 24 may be enforced by the holders without the necessity at any time of resorting to or exhausting any security or collateral, if any, given in connection herewith or with a Note or this Agreement or by or resorting to any other guaranties, and the EUR Issuer and each Foreign Obligor Affiliate hereby waives the right to require any holder to join the EUR Issuer or any Foreign Obligor Affiliate in any action brought under this Agreement or the Foreign Currency Notes or to commence any action against or obtain any judgment against the EUR Issuer or to pursue any other remedy or enforce any other right. The EUR Issuer and each Foreign Obligor Affiliate further agrees that nothing contained herein or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations), and the exercise of any of their rights or the completion of any of their remedies shall not constitute a discharge of any of the EUR Issuer’s or such Foreign Obligor Affiliate’s obligations under this Section 24, it being the purpose and intent of the EUR Issuer and each Foreign Obligor Affiliate that the obligations of the EUR Issuer and each Foreign Obligor Affiliate under this Section 24 shall be absolute, independent and unconditional under any and all circumstances whatsoever. None of the EUR Issuer’s or Foreign Obligor Affiliates’ obligations under this Section 24 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the EUR Issuer under a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations) or by reason of the EUR Issuer’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against the EUR Issuer. This joint and several obligation shall continue to be effective and be deemed to have continued in existence or be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant to a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations) is rescinded or otherwise required to be returned by the payee upon the insolvency, bankruptcy, or reorganization of the payor, all as though such payment to such holder had not been made, regardless of whether such holder contested the order requiring the return of such payment. The obligations of the EUR Issuer and each Foreign Obligor Affiliate pursuant to the preceding sentence shall survive any termination, cancellation, or release of these Foreign Obligor Affiliate Obligations. Lineage Logistics, LLC Note Purchase Agreement.

Obligations Absolute and Unconditional. (a) The obligations of Holdings, the Company and each US Obligor Affiliate under this Section 24 shall be a complete, present and continuing joint and several obligation of payment and performance and not just of collection. Holdings, the Company and each US Obligor Affiliate agrees that its obligations under this Section 24 shall be joint and several with any and any other Guarantees given in connection with this Agreement and the Notes from time to time. Holdings, the Company and each US Obligor Affiliate agrees that the US Obligor Affiliate Obligations in this Section 24 may be enforced by the holders without the necessity at any time of resorting to or exhausting any security or collateral, if any, given in connection herewith or with a Note or this Agreement or by or resorting to any other guaranties, and Holdings, the Company and each US Obligor Affiliate hereby waives the right to require any holder to join Holdings, the Company or any US Obligor Affiliate in any action brought under this Agreement or the Notes or to commence any action against or obtain any judgment against the Issuers EUR Issuer or to pursue any other remedy or enforce any other right. Holdings, the Company and each US Obligor Affiliate further agrees that nothing contained herein or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Note or this Agreement, and the exercise of any of their rights or the completion of any of their remedies shall not constitute a discharge of any of Holdings’s, the Company’s or such US Obligor Affiliate’s obligations under Lineage Logistics Note Purchase Agreement this Section 24, it being the purpose and intent of Holdings, the Company and each US Obligor Affiliate that the obligations of Holdings, the Company and each US Obligor Affiliate under this Section 24 shall be absolute, independent and unconditional under any and all circumstances whatsoever. None of Holdings’s, the Company’s or US Obligor Affiliates’ obligations under this Section 24 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the Issuers EUR Issuer under a Note or this Agreement or by reason of any the EUR Issuer’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against any the EUR Issuer. This joint and several obligation shall continue to be effective and be deemed to have continued in Lineage Logistics, LLC Note Purchase Agreement existence or be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant to a Note or this Agreement is rescinded or otherwise required to be returned by the payee upon the insolvency, bankruptcy, or reorganization of the payor, all as though such payment to such holder had not been made, regardless of whether such holder contested the order requiring the return of such payment. The obligations of Holdings pursuant to the preceding sentence shall survive any termination, cancellation, or release of these US Obligor Affiliate Obligations. (b) The obligations of the EUR Issuer and each Foreign Obligor Affiliate under this Section 24 shall be a complete, present and continuing joint and several obligation of payment and performance and not just of collection. The EUR Issuer and each Foreign Obligor Affiliate agrees that its obligations under this Section 24 shall be joint and several with any and any other Guarantees given in connection with this Agreement with respect to the Foreign Obligor Affiliate Obligations and the Foreign Currency Notes from time to time. The EUR Issuer and each Foreign Obligor Affiliate agrees that the Foreign Obligor Affiliate Obligations in this Section 24 may be enforced by the holders without the necessity at any time of resorting to or exhausting any security or collateral, if any, given in connection herewith or with a Note or this Agreement or by or resorting to any other guaranties, and the EUR Issuer and each Foreign Obligor Affiliate hereby waives the right to require any holder to join the EUR Issuer or any Foreign Obligor Affiliate in any action brought under this Agreement or the Foreign Currency Notes or to commence any action against or obtain any judgment against the EUR Issuer or to pursue any other remedy or enforce any other right. The EUR Issuer and each Foreign Obligor Affiliate further agrees that nothing contained herein or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations), and the exercise of any of their rights or the completion of any of their remedies shall not constitute a discharge of any of the EUR Issuer’s or such Foreign Obligor Affiliate’s obligations under this Section 24, it being the purpose and intent of the EUR Issuer and each Foreign Obligor Affiliate that the obligations of the EUR Issuer and each Foreign Obligor Affiliate under this Section 24 shall be absolute, independent and unconditional under any and all circumstances whatsoever. None of the EUR Issuer’s or Foreign Obligor Affiliates’ obligations under this Section 24 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the EUR Issuer under a Foreign Currency Note or this Agreement Lineage Logistics Note Purchase Agreement (with respect to the Foreign Obligor Affiliate Obligations) or by reason of the EUR Issuer’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against the EUR Issuer. This joint and several obligation shall continue to be effective and be deemed to have continued in existence or be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant to a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations) is rescinded or otherwise required to be returned by the payee upon the insolvency, bankruptcy, or reorganization of the payor, all as though such payment to such holder had not been made, regardless of whether such holder contested the order requiring the return of such payment. The obligations of the EUR Issuer and each Foreign Obligor Affiliate pursuant to the preceding sentence shall survive any termination, cancellation, or release of these Foreign Obligor Affiliate Obligations. Lineage Logistics, LLC Note Purchase Agreement.

Obligations Absolute and Unconditional. (a) The obligations of Holdings, the Company and each US Obligor Affiliate Parent Guarantor under this Section 24 23 shall be a complete, present and continuing joint and several obligation guaranty of payment and performance and not just of collection. Holdings, the Company and each US Obligor Affiliate The Parent Guarantor agrees that its obligations under this Section 24 hereunder shall be joint and several with any and any all other Guarantees guarantees given in connection with this Agreement and the Notes from time to time. Holdings, the Company and each US Obligor Affiliate The Parent Guarantor agrees that the US Obligor Affiliate Obligations guaranty in this Section 24 23 may be enforced by the holders without the necessity at any time of resorting to or exhausting any security or collateral, if any, given in connection herewith or with a Note or this Agreement or by or resorting to any other guaranties, including, but not limited to any Subsidiary Guaranty, and Holdings, the Company and each US Obligor Affiliate Parent Guarantor hereby waives the right to require the any holder to join Holdings, the Company or any US Obligor Affiliate in any action brought under this Agreement or the Notes or to commence any action Terreno Realty LLC Note Purchase Agreement against or obtain any judgment against the Issuers Company or to pursue any other remedy or enforce any other right. Holdings, the Company and each US Obligor Affiliate The Parent Guarantor further agrees that nothing contained herein or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Note Note, this Agreement or this Agreementany Subsidiary Guaranty, and the exercise of any of their rights or the completion of any of their remedies shall not constitute a discharge of any of Holdings’s, the Company’s or such US Obligor AffiliateParent Guarantor’s obligations under this Section 2423, it being the purpose and intent of Holdings, the Company and each US Obligor Affiliate Parent Guarantor that the obligations of Holdings, the Company and each US Obligor Affiliate under this Section 24 such Parent Guarantor hereunder shall be primary, absolute, independent and unconditional under any and all circumstances whatsoever. None of Holdings’s, Neither the CompanyParent Guarantor’s or US Obligor Affiliates’ obligations under this Section 24 23 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the Issuers Company under a Note or Note, this Agreement or by reason of any Issuer’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against any Issuer. This joint and several obligation shall continue to be effective and be deemed to have continued in Lineage Logistics, LLC Note Purchase Agreement existence or be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant to a Note or this Agreement is rescinded or otherwise required to be returned by the payee upon the insolvency, bankruptcy, or reorganization of the payor, all as though such payment to such holder had not been made, regardless of whether such holder contested the order requiring the return of such payment. The obligations of Holdings pursuant to the preceding sentence shall survive any termination, cancellation, or release of these US Obligor Affiliate Obligations. (b) The obligations of the EUR Issuer and each Foreign Obligor Affiliate under this Section 24 shall be a complete, present and continuing joint and several obligation of payment and performance and not just of collection. The EUR Issuer and each Foreign Obligor Affiliate agrees that its obligations under this Section 24 shall be joint and several with any and any other Guarantees given in connection with this Agreement with respect to the Foreign Obligor Affiliate Obligations and the Foreign Currency Notes from time to time. The EUR Issuer and each Foreign Obligor Affiliate agrees that the Foreign Obligor Affiliate Obligations in this Section 24 may be enforced by the holders without the necessity at any time of resorting to or exhausting any security or collateral, if any, given in connection herewith or with a Note or this Agreement or by or resorting to any other guaranties, and the EUR Issuer and each Foreign Obligor Affiliate hereby waives the right to require any holder to join the EUR Issuer or any Foreign Obligor Affiliate in any action brought under this Agreement or the Foreign Currency Notes or to commence any action against or obtain any judgment against the EUR Issuer or to pursue any other remedy or enforce any other right. The EUR Issuer and each Foreign Obligor Affiliate further agrees that nothing contained herein or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations), and the exercise of any of their rights or the completion of any of their remedies shall not constitute a discharge of any of the EUR Issuer’s or such Foreign Obligor Affiliate’s obligations under this Section 24, it being the purpose and intent of the EUR Issuer and each Foreign Obligor Affiliate that the obligations of the EUR Issuer and each Foreign Obligor Affiliate under this Section 24 shall be absolute, independent and unconditional under any and all circumstances whatsoever. None of the EUR Issuer’s or Foreign Obligor Affiliates’ obligations under this Section 24 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the EUR Issuer under a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations) Subsidiary Guaranty or by reason of the EUR IssuerCompany’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against the EUR IssuerCompany. This joint and several obligation guaranty shall continue to be effective and be deemed to have continued in existence or be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant to a Foreign Currency Note or Note, this Agreement (with respect to the Foreign Obligor Affiliate Obligations) or any Subsidiary Guaranty is rescinded or otherwise required to be returned by the payee upon the insolvency, bankruptcy, or reorganization of the payor, all as though such payment to such holder had not been made, regardless of whether such holder contested the order requiring the return of such payment. The obligations of the EUR Issuer and each Foreign Obligor Affiliate Parent Guarantor pursuant to the preceding sentence shall survive any termination, cancellation, or release of these Foreign Obligor Affiliate Obligations. Lineage Logistics, LLC Note Purchase Agreementthis guaranty.

Obligations Absolute and Unconditional. (a) The obligations of Holdings, the Company and each US Obligor Affiliate Parent Guarantor under this Section 24 23 shall be a complete, present and continuing joint and several obligation guaranty of payment and performance and not just of collection. Holdings, the Company and each US Obligor Affiliate The Parent Guarantor agrees that its obligations under this Section 24 hereunder shall be joint and several with any and any all other Guarantees guarantees given in connection with this Agreement and the Notes from time to time. Holdings, the Company and each US Obligor Affiliate The Parent Guarantor agrees that the US Obligor Affiliate Obligations guaranty in this Section 24 23 may be enforced by the holders without the necessity at any time of resorting to or exhausting any security or collateral, if any, given in connection herewith or with a Note or this Agreement or by or resorting to any other guaranties, including, but not limited to any Subsidiary Guaranty, and Holdings, the Company and each US Obligor Affiliate Parent Guarantor hereby waives the right to require the any holder to join Holdings, the Company or any US Obligor Affiliate in any action brought under this Agreement or the Notes or to commence any action against or obtain any judgment against the Issuers Company or to pursue any other remedy or enforce any other right. Holdings, the Company and each US Obligor Affiliate The Parent Guarantor further agrees that nothing contained herein or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Note Note, this Agreement or this Agreementany Subsidiary Guaranty, and the exercise of any of their rights or the completion of any of their remedies shall Terreno Realty LLC Agreement Note Purchase not constitute a discharge of any of Holdings’s, the Company’s or such US Obligor AffiliateParent Guarantor’s obligations under this Section 2423, it being the purpose and intent of Holdings, the Company and each US Obligor Affiliate Parent Guarantor that the obligations of Holdings, the Company and each US Obligor Affiliate under this Section 24 such Parent Guarantor hereunder shall be primary, absolute, independent and unconditional under any and all circumstances whatsoever. None of Holdings’s, Neither the CompanyParent Guarantor’s or US Obligor Affiliates’ obligations under this Section 24 23 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the Issuers Company under a Note or Note, this Agreement or by reason of any Issuer’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against any Issuer. This joint and several obligation shall continue to be effective and be deemed to have continued in Lineage Logistics, LLC Note Purchase Agreement existence or be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant to a Note or this Agreement is rescinded or otherwise required to be returned by the payee upon the insolvency, bankruptcy, or reorganization of the payor, all as though such payment to such holder had not been made, regardless of whether such holder contested the order requiring the return of such payment. The obligations of Holdings pursuant to the preceding sentence shall survive any termination, cancellation, or release of these US Obligor Affiliate Obligations. (b) The obligations of the EUR Issuer and each Foreign Obligor Affiliate under this Section 24 shall be a complete, present and continuing joint and several obligation of payment and performance and not just of collection. The EUR Issuer and each Foreign Obligor Affiliate agrees that its obligations under this Section 24 shall be joint and several with any and any other Guarantees given in connection with this Agreement with respect to the Foreign Obligor Affiliate Obligations and the Foreign Currency Notes from time to time. The EUR Issuer and each Foreign Obligor Affiliate agrees that the Foreign Obligor Affiliate Obligations in this Section 24 may be enforced by the holders without the necessity at any time of resorting to or exhausting any security or collateral, if any, given in connection herewith or with a Note or this Agreement or by or resorting to any other guaranties, and the EUR Issuer and each Foreign Obligor Affiliate hereby waives the right to require any holder to join the EUR Issuer or any Foreign Obligor Affiliate in any action brought under this Agreement or the Foreign Currency Notes or to commence any action against or obtain any judgment against the EUR Issuer or to pursue any other remedy or enforce any other right. The EUR Issuer and each Foreign Obligor Affiliate further agrees that nothing contained herein or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations), and the exercise of any of their rights or the completion of any of their remedies shall not constitute a discharge of any of the EUR Issuer’s or such Foreign Obligor Affiliate’s obligations under this Section 24, it being the purpose and intent of the EUR Issuer and each Foreign Obligor Affiliate that the obligations of the EUR Issuer and each Foreign Obligor Affiliate under this Section 24 shall be absolute, independent and unconditional under any and all circumstances whatsoever. None of the EUR Issuer’s or Foreign Obligor Affiliates’ obligations under this Section 24 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the EUR Issuer under a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations) Subsidiary Guaranty or by reason of the EUR IssuerCompany’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against the EUR IssuerCompany. This joint and several obligation guaranty shall continue to be effective and be deemed to have continued in existence or be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant to a Foreign Currency Note or Note, this Agreement (with respect to the Foreign Obligor Affiliate Obligations) or any Subsidiary Guaranty is rescinded or otherwise required to be returned by the payee upon the insolvency, bankruptcy, or reorganization of the payor, all as though such payment to such holder had not been made, regardless of whether such holder contested the order requiring the return of such payment. The obligations of the EUR Issuer and each Foreign Obligor Affiliate Parent Guarantor pursuant to the preceding sentence shall survive any termination, cancellation, or release of these Foreign Obligor Affiliate Obligations. Lineage Logistics, LLC Note Purchase Agreementthis guaranty.

Obligations Absolute and Unconditional. (a) The obligations of HoldingsBorrower may, the Company at any time and each US Obligor Affiliate under this Section 24 shall be a complete, present and continuing joint and several obligation of payment and performance and not just of collection. Holdings, the Company and each US Obligor Affiliate agrees that its obligations under this Section 24 shall be joint and several with any and any other Guarantees given in connection with this Agreement and the Notes from time to timetime (whether or not after revocation or termination of this Guaranty) without the consent of or notice to Guarantor, except such notice as may be required by applicable law which cannot be waived, without incurring responsibility to Guarantor, without impairing or releasing the obligations of Guarantor hereunder, upon or without any terms or conditions and in whole or in part: i. consent to any change in the manner or place of payment of, any funding obligation hereunder, or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and the agreements herein made shall apply to the funding obligations hereunder or such other obligations as so changed, extended, renewed, modified, amended, supplemented or altered; ii. Holdings, exercise or refrain from exercising any rights against others (including Guarantor) or otherwise act or refrain from acting; iii. add or release any guarantor from its obligations without affecting or impairing the Company obligations of Guarantor hereunder; iv. apply any sums by whomsoever paid or howsoever realized to any obligations and each US Obligor Affiliate agrees that liabilities of Borrower to the US Obligor Affiliate Obligations Lender Parties under the Loan Documents in the manner provided therein regardless of what obligations and liabilities remain unpaid; and v. act or fail to act in any manner referred to in this Section 24 Guaranty which may be enforced by the holders without the necessity at deprive Guarantor of its right to subrogation against Borrower to recover full indemnity for any time of resorting payments or performances made pursuant to or exhausting any security or collateral, if any, given in connection herewith or with a Note or this Agreement or by or resorting to of its right of contribution against any other guarantiesparty. (b) No invalidity, and Holdingsirregularity or unenforceability of the funding obligations hereunder or invalidity, the Company and each US Obligor Affiliate hereby waives the right to require irregularity, unenforceability of any holder to join Holdings, the Company Loan Document or any US Obligor Affiliate in agreement or instrument relating thereto or non-perfection of any action brought under this Agreement collateral therefor, or the Notes any taking, release or amendment or waiver of or consent to commence any action against or obtain any judgment against the Issuers or to pursue departure from any other remedy guaranty or enforce any other right. Holdingscredit support in respect thereof, the Company and each US Obligor Affiliate further agrees that nothing contained herein shall affect, impair or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available be a defense to them at law and/or in equity or under a Note or this Agreement, and which is the exercise primary obligation of any of their rights or Guarantor. (c) Notwithstanding the completion of any of their remedies shall not constitute a discharge of any of Holdings’sforegoing, the Company’s or such US Obligor Affiliate’s obligations under this Section 24, it being the purpose and intent of Holdings, the Company and each US Obligor Affiliate that the obligations of Holdings, the Company and each US Obligor Affiliate under this Section 24 shall be absolute, independent and unconditional under any and all circumstances whatsoever. None of Holdings’s, the Company’s or US Obligor Affiliates’ obligations under this Section 24 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the Issuers under a Note or this Agreement or by reason of any Issuer’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against any Issuer. This joint and several obligation Guaranty shall continue to be effective and be deemed to have continued in Lineage Logistics, LLC Note Purchase Agreement existence or be reinstated (reinstated, as the case may be) , if at any time any payment of all or any part in respect of any sum payable pursuant to a Note or this Agreement Obligations is rescinded or [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission must otherwise required to be returned by the payee Beneficiary or any Lender Party or any other person upon the insolvency, bankruptcy, bankruptcy or reorganization of the payorBorrower or otherwise, all as though such payment to such holder had not been made, regardless of whether such holder contested the order requiring the return of such payment. The obligations of Holdings pursuant to the preceding sentence shall survive any termination, cancellation, or release of these US Obligor Affiliate Obligations. (b) The obligations of the EUR Issuer and each Foreign Obligor Affiliate under this Section 24 shall be a complete, present and continuing joint and several obligation of payment and performance and not just of collection. The EUR Issuer and each Foreign Obligor Affiliate agrees that its obligations under this Section 24 shall be joint and several with any and any other Guarantees given in connection with this Agreement with respect to the Foreign Obligor Affiliate Obligations and the Foreign Currency Notes from time to time. The EUR Issuer and each Foreign Obligor Affiliate agrees that the Foreign Obligor Affiliate Obligations in this Section 24 may be enforced by the holders without the necessity at any time of resorting to or exhausting any security or collateral, if any, given in connection herewith or with a Note or this Agreement or by or resorting to any other guaranties, and the EUR Issuer and each Foreign Obligor Affiliate hereby waives the right to require any holder to join the EUR Issuer or any Foreign Obligor Affiliate in any action brought under this Agreement or the Foreign Currency Notes or to commence any action against or obtain any judgment against the EUR Issuer or to pursue any other remedy or enforce any other right. The EUR Issuer and each Foreign Obligor Affiliate further agrees that nothing contained herein or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations), and the exercise of any of their rights or the completion of any of their remedies shall not constitute a discharge of any of the EUR Issuer’s or such Foreign Obligor Affiliate’s obligations under this Section 24, it being the purpose and intent of the EUR Issuer and each Foreign Obligor Affiliate that the obligations of the EUR Issuer and each Foreign Obligor Affiliate under this Section 24 shall be absolute, independent and unconditional under any and all circumstances whatsoever. None of the EUR Issuer’s or Foreign Obligor Affiliates’ obligations under this Section 24 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the EUR Issuer under a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations) or by reason of the EUR Issuer’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against the EUR Issuer. This joint and several obligation shall continue to be effective and be deemed to have continued in existence or be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant to a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations) is rescinded or otherwise required to be returned by the payee upon the insolvency, bankruptcy, or reorganization of the payor, all as though such payment to such holder had not been made, regardless of whether such holder contested the order requiring the return of such payment. The obligations of the EUR Issuer and each Foreign Obligor Affiliate pursuant to the preceding sentence shall survive any termination, cancellation, or release of these Foreign Obligor Affiliate Obligations. Lineage Logistics, LLC Note Purchase Agreement

Obligations Absolute and Unconditional. (a) The obligations of Holdings, the Company and each US Obligor Affiliate Parent Guarantor under this Section 24 23 shall be a complete, present and continuing joint and several obligation guaranty of payment and performance and not just of collection. Holdings, the Company and each US Obligor Affiliate The Parent Guarantor agrees that its obligations under this Section 24 hereunder shall be joint and several with any and any all other Guarantees guarantees given in connection with this Agreement and the Notes from time to time. Holdings, the Company and each US Obligor Affiliate The Parent Guarantor agrees that the US Obligor Affiliate Obligations guaranty in this Section 24 23 may be enforced by the holders without the necessity at any time of resorting to or exhausting any security or collateral, if any, given in connection herewith or with a Note or this Agreement or by or resorting to any other guaranties, including, but not limited to any Subsidiary Guaranty, and Holdings, the Company and each US Obligor Affiliate Parent Guarantor hereby waives the right to require the any holder to join Holdings, the Company or any US Obligor Affiliate in any action brought under this Agreement or the Notes or to commence any action against or obtain any judgment against the Issuers Company or to pursue any other remedy or enforce any other right. Holdings, the Company and each US Obligor Affiliate The Parent Guarantor further agrees that nothing contained herein or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law Law and/or in equity or under a Note Note, this Agreement or this Agreementany Subsidiary Guaranty, and the exercise of any of their rights or the completion of any of their remedies shall not constitute a discharge of any of Holdings’s, the Company’s or such US Obligor AffiliateParent Guarantor’s obligations under this Section 2423, it being the purpose and intent of Holdings, the Company and each US Obligor Affiliate Parent Guarantor that the obligations of Holdings, the Company and each US Obligor Affiliate under this Section 24 such Parent Guarantor hereunder shall be primary, absolute, independent and unconditional under any and all circumstances whatsoever. None of Holdings’s, Neither the CompanyParent Guarantor’s or US Obligor Affiliates’ obligations under this Section 24 23 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the Issuers Company under a Note or Note, this Agreement or by reason of any Issuer’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against any Issuer. This joint and several obligation shall continue to be effective and be deemed to have continued in Lineage Logistics, LLC Note Purchase Agreement existence or be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant to a Note or this Agreement is rescinded or otherwise required to be returned by the payee upon the insolvency, bankruptcy, or reorganization of the payor, all as though such payment to such holder had not been made, regardless of whether such holder contested the order requiring the return of such payment. The obligations of Holdings pursuant to the preceding sentence shall survive any termination, cancellation, or release of these US Obligor Affiliate Obligations. (b) The obligations of the EUR Issuer and each Foreign Obligor Affiliate under this Section 24 shall be a complete, present and continuing joint and several obligation of payment and performance and not just of collection. The EUR Issuer and each Foreign Obligor Affiliate agrees that its obligations under this Section 24 shall be joint and several with any and any other Guarantees given in connection with this Agreement with respect to the Foreign Obligor Affiliate Obligations and the Foreign Currency Notes from time to time. The EUR Issuer and each Foreign Obligor Affiliate agrees that the Foreign Obligor Affiliate Obligations in this Section 24 may be enforced by the holders without the necessity at any time of resorting to or exhausting any security or collateral, if any, given in connection herewith or with a Note or this Agreement or by or resorting to any other guaranties, and the EUR Issuer and each Foreign Obligor Affiliate hereby waives the right to require any holder to join the EUR Issuer or any Foreign Obligor Affiliate in any action brought under this Agreement or the Foreign Currency Notes or to commence any action against or obtain any judgment against the EUR Issuer or to pursue any other remedy or enforce any other right. The EUR Issuer and each Foreign Obligor Affiliate further agrees that nothing contained herein or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations), and the exercise of any of their rights or the completion of any of their remedies shall not constitute a discharge of any of the EUR Issuer’s or such Foreign Obligor Affiliate’s obligations under this Section 24, it being the purpose and intent of the EUR Issuer and each Foreign Obligor Affiliate that the obligations of the EUR Issuer and each Foreign Obligor Affiliate under this Section 24 shall be absolute, independent and unconditional under any and all circumstances whatsoever. None of the EUR Issuer’s or Foreign Obligor Affiliates’ obligations under this Section 24 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the EUR Issuer under a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations) Subsidiary Guaranty or by reason of the EUR IssuerCompany’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against the EUR IssuerCompany. This joint and several obligation guaranty shall continue to be effective and be deemed to have continued in existence or be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant to a Foreign Currency Note or Note, this Agreement (with respect to the Foreign Obligor Affiliate Obligations) or any Subsidiary Guaranty is rescinded or otherwise required to be returned by the payee upon the insolvency, bankruptcy, or reorganization of the payor, all as though such payment to such holder had not been made, regardless of whether such holder contested the order requiring the return of such payment. The obligations of the EUR Issuer and each Foreign Obligor Affiliate Parent Guarantor pursuant to the preceding sentence shall survive any termination, cancellation, or release of these Foreign Obligor Affiliate Obligations. Lineage Logistics, LLC Note Purchase Agreementthis guaranty.

Obligations Absolute and Unconditional. (a) The obligations of Holdings, the Company and each US Obligor Affiliate Parent Guarantor under this Section 24 23 shall be a complete, present and continuing joint and several obligation guaranty of payment and performance and not just of collection. Holdings, the Company and each US Obligor Affiliate The Parent Guarantor agrees that its obligations under this Section 24 hereunder shall be joint and several with any and any all other Guarantees guarantees given in connection with this Agreement and the Notes from time to time. Holdings, the Company and each US Obligor Affiliate The Parent Guarantor agrees that the US Obligor Affiliate Obligations guaranty in this Section 24 23 may be enforced by the holders without the necessity at any time of resorting to or exhausting any security or collateral, if any, given in connection herewith or with a Note or this Agreement or by or resorting to any other guaranties, including, but not limited to any Subsidiary Guaranty, and Holdings, the Company and each US Obligor Affiliate Parent Guarantor hereby waives the right to require the any holder to join Holdings, the Company or any US Obligor Affiliate in any action brought under this Agreement or the Notes or to commence any action against or obtain any judgment against the Issuers Company or to pursue any other remedy or enforce any other right. Holdings, the Company and each US Obligor Affiliate The Parent Guarantor further agrees that nothing contained herein or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Note Note, this Agreement or this Agreementany Subsidiary Guaranty, and the exercise of any of their rights or the completion of any of their remedies shall not constitute a discharge of any of Holdings’s, the Company’s or such US Obligor AffiliateParent Guarantor’s obligations under this Section 2423, it being the purpose and intent of Holdings, the Company and each US Obligor Affiliate Parent Guarantor that the obligations of Holdings, the Company and each US Obligor Affiliate under this Section 24 such Parent Guarantor hereunder shall be primary, absolute, independent and unconditional under any and all circumstances whatsoever. None of Holdings’s, Neither the CompanyParent Guarantor’s or US Obligor Affiliates’ obligations under this Section 24 23 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the Issuers Company under a Note or Note, this Agreement or by reason of any Issuer’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against any Issuer. This joint and several obligation shall continue to be effective and be deemed to have continued in Lineage Logistics, LLC Note Purchase Agreement existence or be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant to a Note or this Agreement is rescinded or otherwise required to be returned by the payee upon the insolvency, bankruptcy, or reorganization of the payor, all as though such payment to such holder had not been made, regardless of whether such holder contested the order requiring the return of such payment. The obligations of Holdings pursuant to the preceding sentence shall survive any termination, cancellation, or release of these US Obligor Affiliate Obligations. (b) The obligations of the EUR Issuer and each Foreign Obligor Affiliate under this Section 24 shall be a complete, present and continuing joint and several obligation of payment and performance and not just of collection. The EUR Issuer and each Foreign Obligor Affiliate agrees that its obligations under this Section 24 shall be joint and several with any and any other Guarantees given in connection with this Agreement with respect to the Foreign Obligor Affiliate Obligations and the Foreign Currency Notes from time to time. The EUR Issuer and each Foreign Obligor Affiliate agrees that the Foreign Obligor Affiliate Obligations in this Section 24 may be enforced by the holders without the necessity at any time of resorting to or exhausting any security or collateral, if any, given in connection herewith or with a Note or this Agreement or by or resorting to any other guaranties, and the EUR Issuer and each Foreign Obligor Affiliate hereby waives the right to require any holder to join the EUR Issuer or any Foreign Obligor Affiliate in any action brought under this Agreement or the Foreign Currency Notes or to commence any action against or obtain any judgment against the EUR Issuer or to pursue any other remedy or enforce any other right. The EUR Issuer and each Foreign Obligor Affiliate further agrees that nothing contained herein or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations), and the exercise of any of their rights or the completion of any of their remedies shall not constitute a discharge of any of the EUR Issuer’s or such Foreign Obligor Affiliate’s obligations under this Section 24, it being the purpose and intent of the EUR Issuer and each Foreign Obligor Affiliate that the obligations of the EUR Issuer and each Foreign Obligor Affiliate under this Section 24 shall be absolute, independent and unconditional under any and all circumstances whatsoever. None of the EUR Issuer’s or Foreign Obligor Affiliates’ obligations under this Section 24 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the EUR Issuer under a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations) Subsidiary Guaranty or by reason of the EUR IssuerCompany’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against the EUR IssuerCompany. This joint and several obligation guaranty shall continue to be effective and be deemed to have continued in existence or be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant to a Foreign Currency Note or Note, this Agreement (with respect to the Foreign Obligor Affiliate Obligations) or any Subsidiary Guaranty is rescinded or otherwise required to be returned by the payee upon the insolvency, bankruptcy, or reorganization of the payor, all as though such payment to such holder had not been made, regardless of whether such holder contested the order requiring the return of such payment. The obligations of the EUR Issuer and each Foreign Obligor Affiliate Parent Guarantor pursuant to the preceding sentence shall survive any termination, cancellation, or release of these Foreign Obligor Affiliate Obligationsthis guaranty. Lineage Logistics, Terreno Realty LLC Note Purchase Agreement

Obligations Absolute and Unconditional. (a) The obligations of Holdings, the Company and each US Obligor Affiliate Parent Guarantor under this Section 24 23 shall be a complete, present and continuing joint and several obligation guaranty of payment and performance and not just of collection. Holdings, the Company and each US Obligor Affiliate The Parent Guarantor agrees that its obligations under this Section 24 hereunder shall be joint and several with any and any all other Guarantees guarantees given in connection with Terreno Realty LLC Note Purchase Agreement this Agreement and the Notes from time to time. Holdings, the Company and each US Obligor Affiliate The Parent Guarantor agrees that the US Obligor Affiliate Obligations guaranty in this Section 24 23 may be enforced by the holders without the necessity at any time of resorting to or exhausting any security or collateral, if any, given in connection herewith or with a Note or this Agreement or by or resorting to any other guaranties, including, but not limited to any Subsidiary Guaranty, and Holdings, the Company and each US Obligor Affiliate Parent Guarantor hereby waives the right to require the any holder to join Holdings, the Company or any US Obligor Affiliate in any action brought under this Agreement or the Notes or to commence any action against or obtain any judgment against the Issuers Company or to pursue any other remedy or enforce any other right. Holdings, the Company and each US Obligor Affiliate The Parent Guarantor further agrees that nothing contained herein or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law Law and/or in equity or under a Note Note, this Agreement or this Agreementany Subsidiary Guaranty, and the exercise of any of their rights or the completion of any of their remedies shall not constitute a discharge of any of Holdings’s, the Company’s or such US Obligor AffiliateParent Guarantor’s obligations under this Section 2423, it being the purpose and intent of Holdings, the Company and each US Obligor Affiliate Parent Guarantor that the obligations of Holdings, the Company and each US Obligor Affiliate under this Section 24 such Parent Guarantor hereunder shall be primary, absolute, independent and unconditional under any and all circumstances whatsoever. None of Holdings’s, Neither the CompanyParent Guarantor’s or US Obligor Affiliates’ obligations under this Section 24 23 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the Issuers Company under a Note or Note, this Agreement or by reason of any Issuer’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against any Issuer. This joint and several obligation shall continue to be effective and be deemed to have continued in Lineage Logistics, LLC Note Purchase Agreement existence or be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant to a Note or this Agreement is rescinded or otherwise required to be returned by the payee upon the insolvency, bankruptcy, or reorganization of the payor, all as though such payment to such holder had not been made, regardless of whether such holder contested the order requiring the return of such payment. The obligations of Holdings pursuant to the preceding sentence shall survive any termination, cancellation, or release of these US Obligor Affiliate Obligations. (b) The obligations of the EUR Issuer and each Foreign Obligor Affiliate under this Section 24 shall be a complete, present and continuing joint and several obligation of payment and performance and not just of collection. The EUR Issuer and each Foreign Obligor Affiliate agrees that its obligations under this Section 24 shall be joint and several with any and any other Guarantees given in connection with this Agreement with respect to the Foreign Obligor Affiliate Obligations and the Foreign Currency Notes from time to time. The EUR Issuer and each Foreign Obligor Affiliate agrees that the Foreign Obligor Affiliate Obligations in this Section 24 may be enforced by the holders without the necessity at any time of resorting to or exhausting any security or collateral, if any, given in connection herewith or with a Note or this Agreement or by or resorting to any other guaranties, and the EUR Issuer and each Foreign Obligor Affiliate hereby waives the right to require any holder to join the EUR Issuer or any Foreign Obligor Affiliate in any action brought under this Agreement or the Foreign Currency Notes or to commence any action against or obtain any judgment against the EUR Issuer or to pursue any other remedy or enforce any other right. The EUR Issuer and each Foreign Obligor Affiliate further agrees that nothing contained herein or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations), and the exercise of any of their rights or the completion of any of their remedies shall not constitute a discharge of any of the EUR Issuer’s or such Foreign Obligor Affiliate’s obligations under this Section 24, it being the purpose and intent of the EUR Issuer and each Foreign Obligor Affiliate that the obligations of the EUR Issuer and each Foreign Obligor Affiliate under this Section 24 shall be absolute, independent and unconditional under any and all circumstances whatsoever. None of the EUR Issuer’s or Foreign Obligor Affiliates’ obligations under this Section 24 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the EUR Issuer under a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations) Subsidiary Guaranty or by reason of the EUR IssuerCompany’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against the EUR IssuerCompany. This joint and several obligation guaranty shall continue to be effective and be deemed to have continued in existence or be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant to a Foreign Currency Note or Note, this Agreement (with respect to the Foreign Obligor Affiliate Obligations) or any Subsidiary Guaranty is rescinded or otherwise required to be returned by the payee upon the insolvency, bankruptcy, or reorganization of the payor, all as though such payment to such holder had not been made, regardless of whether such holder contested the order requiring the return of such payment. The obligations of the EUR Issuer and each Foreign Obligor Affiliate Parent Guarantor pursuant to the preceding sentence shall survive any termination, cancellation, or release of these Foreign Obligor Affiliate Obligations. Lineage Logistics, LLC Note Purchase Agreementthis guaranty.

Obligations Absolute and Unconditional. (a) The guaranty granted hereby, and all other obligations of Holdingsthe Guarantor hereunder, are primary obligations of the Guarantor and are an absolute, unconditional, continuing and irrevocable guaranty of performance and payment and not of the ability to collect. The guaranty granted hereby, and all other obligations of the Guarantor hereunder, are in no way conditioned on or contingent upon any attempt to enforce in whole or in part any liabilities or obligations of Services or any other Person under the Biodiesel Marketing Agreement, the Company and each US Obligor Affiliate under this Section 24 shall be a complete, present and continuing joint and several obligation of payment and performance and not just of collection. Holdings, the Company and each US Obligor Affiliate agrees that its obligations under this Section 24 shall be joint and several with any and any other Guarantees given in connection with this Agreement and the Notes from time to time. Holdings, the Company and each US Obligor Affiliate agrees that the US Obligor Affiliate Obligations in this Section 24 may be enforced by the holders without the necessity at any time of resorting to or exhausting any security or collateral, if any, given in connection herewith or with a Note or this Agreement or by or resorting to any other guaranties, and Holdings, the Company and each US Obligor Affiliate hereby waives the right to require any holder to join Holdings, the Company or any US Obligor Affiliate in any action brought under this O&M Agreement or the Notes or Imperium Assignment Agreement. Each failure by Services to commence any action against or obtain any judgment against the Issuers or to pursue any other remedy or enforce any other right. Holdings, the Company and each US Obligor Affiliate further agrees that nothing contained herein pay or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Note or satisfy an obligation during the effectiveness of this Agreement, and the exercise of any of their rights or the completion of any of their remedies shall not constitute a discharge of any of Holdings’s, the Company’s or such US Obligor Affiliate’s obligations under this Section 24, it being the purpose and intent of Holdings, the Company and each US Obligor Affiliate that the obligations of Holdings, the Company and each US Obligor Affiliate under this Section 24 shall be absolute, independent and unconditional under any and all circumstances whatsoever. None of Holdings’s, the Company’s or US Obligor Affiliates’ obligations under this Section 24 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the Issuers under a Note or this Guarantee Agreement or by reason of any Issuer’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against any Issuer. This joint and several obligation shall continue to be effective and be deemed to have continued in Lineage Logistics, LLC Note Purchase Agreement existence or be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant will give rise to a Note or this Agreement is rescinded or otherwise required to separate cause of action hereunder and separate suits may be returned by the payee upon the insolvency, bankruptcy, or reorganization brought hereunder as each cause of the payor, all as though such payment to such holder had not been made, regardless of whether such holder contested the order requiring the return of such payment. The obligations of Holdings pursuant to the preceding sentence shall survive any termination, cancellation, or release of these US Obligor Affiliate Obligationsaction arises. (b) The guaranty granted hereby, and all other obligations of the EUR Issuer Guarantor hereunder, are unconditional, irrespective of (i) any lack of capacity of the Guarantor or the Beneficiary, and each Foreign Obligor Affiliate (ii) any invalidity, irregularity or unenforceability of the Biodiesel Marketing Agreement, the O&M Agreement or the Imperium Assignment Agreement or any obligation under this Section 24 shall any such agreement. No such incapacity, invalidity, irregularity or unenforceability will affect, impair or be a completedefense to this Guarantee Agreement, present and continuing joint and several obligation of payment and performance and not just of collection. The EUR Issuer and each Foreign Obligor Affiliate agrees that its obligations under this Section 24 shall be joint and several with any and to the guaranty granted hereby or to any other Guarantees given in connection with this obligations of the Guarantor hereunder. (c) The guaranty granted hereby, and all other obligations of the Guarantor hereunder, will not be altered, limited or affected by (i) any default or event of default under the Biodiesel Marketing Agreement, the O&M Agreement, the Imperium Assignment Agreement or any other agreement, (ii) any Bankruptcy Event with respect to the Foreign Obligor Affiliate Obligations and the Foreign Currency Notes from time to time. The EUR Issuer and each Foreign Obligor Affiliate agrees Beneficiary or Services, (iii) any defense that the Foreign Obligor Affiliate Obligations in this Section 24 Services may be enforced by the holders without the necessity at any time of resorting to or exhausting any security or collateral, if any, given in connection herewith or with a Note or this Agreement or by or resorting to any other guaranties, and the EUR Issuer and each Foreign Obligor Affiliate hereby waives the right to require any holder to join the EUR Issuer or any Foreign Obligor Affiliate in any action brought under this Agreement or the Foreign Currency Notes or to commence any action against or obtain any judgment against the EUR Issuer or to pursue any other remedy or enforce any other right. The EUR Issuer and each Foreign Obligor Affiliate further agrees that nothing contained herein or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations), and the exercise of any of their rights or the completion of any of their remedies shall not constitute a discharge of any of the EUR Issuer’s or such Foreign Obligor Affiliate’s obligations under this Section 24, it being the purpose and intent of the EUR Issuer and each Foreign Obligor Affiliate that the obligations of the EUR Issuer and each Foreign Obligor Affiliate under this Section 24 shall be absolute, independent and unconditional under any and all circumstances whatsoever. None of the EUR Issuer’s or Foreign Obligor Affiliates’ obligations under this Section 24 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the EUR Issuer under a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations) or by reason of the EUR Issuer’s bankruptcy or have by reason of any creditor order, decree or bankruptcy proceeding instituted by decision of any Government Instrumentality relating to a Bankruptcy Event, (iv) any change in Law, (v) any present or against future action of any Government Instrumentality amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect this Guarantee Agreement or any of the EUR Issuer. This joint obligations hereunder or under the Biodiesel Marketing Agreement, the O&M Agreement or the Imperium Assignment Agreement or (vi) any other event or circumstance (other than complete and several obligation shall continue to be effective and be deemed to have continued irrevocable payment in existence or be reinstated (as the case may be) if at any time payment full of all amounts due and satisfaction of all other obligations under the Biodiesel Marketing Agreement, the O&M Agreement and the Imperium Assignment Agreement) that might otherwise constitute a discharge or any part defense of any sum payable pursuant to a Foreign Currency Note surety or this Agreement a guarantor whether by Law or in equity. (with respect to the Foreign Obligor Affiliate Obligationsd) is rescinded or otherwise required to be returned by the payee upon the insolvency, bankruptcy, or reorganization of the payor, all as though such payment to such holder had not been made, regardless of whether such holder contested the order requiring the return of such payment. The obligations of the EUR Issuer Guarantor hereunder will not be affected by any change of ownership of the Beneficiary, Services or the Guarantor. In the event that any of Service’s obligations under the Biodiesel Marketing Agreement, the O&M Agreement or the Imperium Assignment Agreement is stayed or payment is delayed or deferred in connection with any Bankruptcy Event or other proceeding involving Services or the Guarantor, all obligations of the Guarantor hereunder will remain in full force and each Foreign Obligor Affiliate pursuant effect and will become immediately due to the preceding sentence shall survive any terminationextent that Services would have otherwise been required to pay or otherwise perform its obligations absent the stay, cancellation, delay or release deferral in the enforceability of these Foreign Obligor Affiliate Obligations. Lineage Logistics, LLC Note Purchase Agreementsuch obligations.

Obligations Absolute and Unconditional. (a) The obligations of HoldingsGuarantor hereunder are primary obligations of Guarantor and are an absolute, the Company unconditional, continuing and each US Obligor Affiliate under this Section 24 shall be a complete, present and continuing joint and several obligation irrevocable guaranty of payment and not of collectibility or performance and not just are in no way conditioned on or contingent upon any attempt to enforce in whole or in part Borrower's or the Partners' liabilities and obligations to the Banks. If one or both Partners shall fail to pay any of collection. Holdingsthe Guaranteed Obligations as and when they are due, the Company Guarantor shall forthwith pay such Guaranteed Obligations in immediately available funds, and each US Obligor Affiliate agrees that its obligations under this Section 24 such failure by either Partner to pay a Guaranteed Obligation shall give rise to a separate cause of action herewith, and separate suits may be joint brought hereunder as each cause of action arises. (b) The Banks may, at any time and several with any and any other Guarantees given in connection with this Agreement and the Notes from time to time. Holdingstime (whether or not after revocation or termination of this Guaranty) without the consent of or notice to Guarantor, the Company and each US Obligor Affiliate agrees that the US Obligor Affiliate Obligations in this Section 24 except such notice as may be enforced required by applicable law which cannot be waived or any notice required hereunder, without incurring responsibility to Guarantor, without impairing or releasing the holders obligations of Guarantor hereunder, upon or without any terms or conditions and in whole or in part, (i) change the necessity at any manner, place and terms of payment or change or extend the time of resorting to such payment of, renew, or exhausting alter any security Guaranteed Obligation, or collateralany obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof or in any manner modify, if anyamend or supplement the terms of the Equity Contribution Agreement, given any documents, instruments or agreements executed in connection herewith or with a Note or this Agreement or by or resorting to any other guaranties, and Holdings, the Company and each US Obligor Affiliate hereby waives the right to require any holder to join Holdings, the Company or any US Obligor Affiliate in any action brought under this Agreement or the Notes or to commence any action against or obtain any judgment against the Issuers or to pursue any other remedy or enforce any other right. Holdings, the Company and each US Obligor Affiliate further agrees that nothing contained herein or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Note or this Agreementtherewith, and the guaranty herein made shall apply to the Guaranteed Obligations, as changed, extended, renewed, modified, amended, supplemented or altered in any manner; (ii) exercise of or refrain from exercising any of their rights against Borrower or the completion of one or both Partners or others (including Guarantor) or otherwise act or refrain from acting; (iii) add or release any of their remedies shall not constitute a discharge of any of Holdings’s, the Company’s other guarantor from its obligations without affecting or such US Obligor Affiliate’s obligations under this Section 24, it being the purpose and intent of Holdings, the Company and each US Obligor Affiliate that impairing the obligations of HoldingsGuarantor hereunder; (iv) settle or compromise any Guaranteed Obligations and/or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the Company and each US Obligor Affiliate under this Section 24 shall be absolute, independent and unconditional under any and all circumstances whatsoever. None of Holdings’s, the Company’s or US Obligor Affiliates’ obligations under this Section 24 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the Issuers under a Note or this Agreement or by reason of any Issuer’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against any Issuer. This joint and several obligation shall continue to be effective and be deemed to have continued in Lineage Logistics, LLC Note Purchase Agreement existence or be reinstated (as the case may be) if at any time payment of all or any part thereof to the payment of any sum payable obligations and liabilities which may be due to the Banks or others; (v) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner or in any order any property by whomsoever pledged or mortgaged to secure or howsoever securing the Guaranteed Obligations or any liabilities or obligations (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof and/or any offset thereagainst; (vi) apply any sums by whomsoever paid or howsoever realized to any obligations and liabilities of Borrower or the Partners to the Banks under the Equity Contribution Agreement, the Credit Agreement or the other Credit Documents in the manner provided therein regardless of what obligations and liabilities remain unpaid; (vii) consent to or waive any breach of, or any act, omission or default under, the Equity Contribution Agreement, the Credit Agreement or any other Credit Document; and/or (viii) act or fail to act in any manner referred to in this Guaranty which may deprive Guarantor of its right to subrogation against Borrower (if any) or one or both Partners to recover full indemnity for any payments made pursuant to a Note this Guaranty or this Agreement is rescinded or otherwise required to be returned by the payee upon the insolvency, bankruptcy, or reorganization of the payor, all as though such payment to such holder had not been made, regardless its right of whether such holder contested the order requiring the return of such payment. The obligations of Holdings pursuant to the preceding sentence shall survive contribution against any termination, cancellation, or release of these US Obligor Affiliate Obligationsother party. (bc) The obligations No invalidity, irregularity or unenforceability of the EUR Issuer Guaranteed Obligations or invalidity, irregularity, unenforceability or nonperfection of any collateral therefor, shall affect, impair, or be a defense to this Guaranty, which is a primary obligation of Guarantor. (d) This is a continuing Guaranty and each Foreign Obligor Affiliate all obligations to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. In the event that, notwithstanding the provisions of Section 2.2(a) hereof, this Guaranty shall be deemed revocable in accordance with applicable law, then to the extent permitted by applicable law any such revocation shall become effective only upon receipt by Administrative Agent of written notice of revocation signed by Guarantor. To the extent permitted by applicable law, no revocation or termination hereof shall affect in any manner rights arising under this Section 24 shall be a complete, present and continuing joint and several obligation of payment and performance and not just of collection. The EUR Issuer and each Foreign Obligor Affiliate agrees that its obligations under this Section 24 shall be joint and several with any and any other Guarantees given in connection with this Agreement Guaranty with respect to the Foreign Obligor Affiliate Guaranteed Obligations (i) arising prior to receipt by Administrative Agent of written notice of such revocation or termination and the Foreign Currency Notes from time to time. The EUR Issuer sole effect of revocation and each Foreign Obligor Affiliate agrees that the Foreign Obligor Affiliate Obligations in this Section 24 may be enforced by the holders without the necessity at any time of resorting to or exhausting any security or collateral, if any, given in connection herewith or with a Note or this Agreement or by or resorting to any other guaranties, and the EUR Issuer and each Foreign Obligor Affiliate hereby waives the right to require any holder to join the EUR Issuer or any Foreign Obligor Affiliate in any action brought under this Agreement or the Foreign Currency Notes or to commence any action against or obtain any judgment against the EUR Issuer or to pursue any other remedy or enforce any other right. The EUR Issuer and each Foreign Obligor Affiliate further agrees that nothing contained herein or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations), and the exercise of any of their rights or the completion of any of their remedies shall not constitute a discharge of any of the EUR Issuer’s or such Foreign Obligor Affiliate’s obligations under this Section 24, it being the purpose and intent of the EUR Issuer and each Foreign Obligor Affiliate that the obligations of the EUR Issuer and each Foreign Obligor Affiliate under this Section 24 termination hereof shall be absolute, independent and unconditional to exclude from this Guaranty Guaranteed Obligations thereafter arising which are unconnected with Guaranteed Obligations theretofore arising or transactions theretofore entered into or (ii) arising as a result of an Event of Default under any and all circumstances whatsoever. None of the EUR Issuer’s or Foreign Obligor Affiliates’ obligations under this Section 24 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the EUR Issuer under a Foreign Currency Note or this Credit Agreement (with respect to the Foreign Obligor Affiliate Obligations) or occurring by reason of the EUR Issuer’s revocation or termination of this Guaranty. (e) Guarantor shall file, in any bankruptcy or other proceeding in which the filing of claims is required or permitted by law, all claims which Guarantor may have against Borrower and the Partners relating to any indebtedness of Borrower and the Partners, respectively, to Guarantor, and hereby assigns to Administrative Agent on behalf of the Banks all rights of Guarantor thereunder. If Guarantor does not file any such claim, Administrative Agent, as attorney-in-fact for Guarantor, is hereby authorized to do so in the name of Guarantor or, in Administrative Agent's discretion, to assign the claim to a nominee and to cause proofs of claim to be filed in the name of Administrative Agent's nominee. The foregoing power of attorney is coupled with an interest and cannot be revoked. Administrative Agent or its nominee shall have the sole right to accept or reject any plan proposed in any such proceeding and to take any other action which a party filing a claim is entitled to take. In all such cases, whether in administration, bankruptcy or otherwise, the person authorized to pay such a claim shall pay the same to Administrative Agent to the extent of any Guaranteed Obligations which then remain unpaid and, to the full extent necessary for that purpose, Guarantor hereby assigns to Administrative Agent all of Guarantor's rights to all such payments or distributions to which Guarantor would otherwise be entitled; provided, however, -------- ------- that Guarantor's obligations hereunder shall not be satisfied except to the extent that Administrative Agent receives cash by reason of any creditor such payment or bankruptcy proceeding instituted distribution. If Administrative Agent receives anything hereunder other than cash, the same shall be held as collateral for amounts due under this Guaranty. (f) Except as otherwise required by or against the EUR Issuer. This joint and several obligation shall continue to be effective and be deemed to have continued in existence or be reinstated (as the case may be) if at any time law, each payment of all or any part of any sum payable pursuant to a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations) is rescinded or otherwise required to be returned made by Guarantor to Administrative Agent or the Banks hereunder shall be made without deduction or withholding for or on account of Taxes. If such deduction or withholding is so required, Guarantor shall, upon notice thereof from Administrative Agent, (i) pay the amount required to be deducted or withheld to the appropriate authorities before penalties attach thereto or interest accrues thereon (including deductions from amounts payable under this Section 2.2(f)), (ii) on or before the thirtieth day after payment of such amount, forward to the Banks an official receipt evidencing such payment (or a certified copy thereof), and (iii) in the case of any such deduction or withholding, forthwith pay to Administrative Agent for the account of the Banks such additional amount as may be necessary to ensure that the net amount actually received by the payee upon the insolvencyBanks, bankruptcy, or reorganization of the payor, all as though such payment to such holder had not been made, regardless of whether such holder contested the order requiring the return free and clear of such payment. The obligations of the EUR Issuer and each Foreign Obligor Affiliate pursuant Taxes, including any Taxes on such additional amount, is equal to the preceding sentence shall survive any termination, cancellation, amount that the Banks would have received had there been no such deduction or release of these Foreign Obligor Affiliate Obligations. Lineage Logistics, LLC Note Purchase Agreementwithholding.

Obligations Absolute and Unconditional. (a) The obligations of Holdings, the Company and each US Obligor Affiliate Tenant under this Section 24 shall be a complete, present Lease are absolute and continuing joint and several obligation unconditional obligations of payment and performance and not just of collection. Holdings, the Company and each US Obligor Affiliate agrees that its obligations under this Section 24 shall be joint and several with any and any other Guarantees given in connection with this Agreement and the Notes from time to time. Holdings, the Company and each US Obligor Affiliate agrees that the US Obligor Affiliate Obligations in this Section 24 may be enforced by the holders without the necessity at any time of resorting to or exhausting any security or collateral, if any, given in connection herewith or with a Note or this Agreement or by or resorting to any other guaranties, and Holdings, the Company and each US Obligor Affiliate hereby waives the right to require any holder to join Holdings, the Company or any US Obligor Affiliate in any action brought under this Agreement or the Notes or to commence any action against or obtain any judgment against the Issuers or to pursue any other remedy or enforce any other right. Holdings, the Company and each US Obligor Affiliate further agrees that nothing contained herein or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Note or this AgreementTenant, and the exercise full faith and credit of the Tenant is pledged to the payment of all amounts due and payable by the Tenant under this Lease. The Tenant shall pay all such amounts due and payable under this Lease using any and all available resources of the Tenant, as necessary. The Tenant shall pay all Lease Payments and other payments due under this Lease and perform its obligations, covenants and agreements under this Lease, without notice or demand, and without abatement, deduction, set-off, counterclaim, recoupment, discrimination or defense or any right of termination or cancellation arising from any circumstances whatsoever, including, without limiting the generality of the foregoing, failure of the Tenant to complete the acquisition, construction, improving and equipping of the Project, the occurrence of any acts or circumstances that may constitute failure of their consideration, eviction or constructive eviction, destruction of or damage to the Project, the taking by eminent domain of title to or temporary use of any or all of the Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either thereof or any failure of the Issuer or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with this Lease, and regardless of the invalidity of any portion of this Lease. To the extent permitted by law, the Tenant waives the provisions of any statute or other law now or hereafter in effect contrary to any of its obligations, covenants or agreements under this Lease or which releases or purports to release the Tenant therefrom. Nothing in this Lease shall be construed as a release of the Issuer from its obligations hereunder or waiver by the Tenant of any rights or claims the completion of any of their remedies shall not constitute a discharge of any of Holdings’s, Tenant may have against the Company’s Issuer or such US Obligor Affiliate’s obligations the Trustee under this Section 24Lease or otherwise, but any recovery upon such rights or claims shall be had from the Issuer and the Trustee separately, it being the purpose and intent of Holdings, the Company and each US Obligor Affiliate this Lease that the obligations Tenant shall be absolutely and unconditionally obligated to perform fully all of Holdingsits obligations, the Company agreements and each US Obligor Affiliate covenants under this Section 24 shall be absolute, independent and unconditional under any and all circumstances whatsoever. None of Holdings’s, the Company’s or US Obligor Affiliates’ obligations under this Section 24 nor any remedy Lease for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation benefit of the liability owners of the Issuers under a Note or this Agreement or by reason of any Issuer’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against any Issuer. This joint and several obligation shall continue to be effective and be deemed to have continued in Lineage Logistics, LLC Note Purchase Agreement existence or be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant to a Note or this Agreement is rescinded or otherwise required to be returned by the payee upon the insolvency, bankruptcy, or reorganization of the payor, all as though such payment to such holder had not been made, regardless of whether such holder contested the order requiring the return of such payment. The obligations of Holdings pursuant to the preceding sentence shall survive any termination, cancellation, or release of these US Obligor Affiliate ObligationsBonds. (b) The obligations of the EUR Issuer and each Foreign Obligor Affiliate under this Section 24 shall be a complete, present and continuing joint and several obligation of payment and performance and not just of collection. The EUR Issuer and each Foreign Obligor Affiliate agrees that its obligations under this Section 24 shall be joint and several with any and any other Guarantees given in connection with this Agreement with respect to the Foreign Obligor Affiliate Obligations and the Foreign Currency Notes from time to time. The EUR Issuer and each Foreign Obligor Affiliate agrees that the Foreign Obligor Affiliate Obligations in this Section 24 may be enforced by the holders without the necessity at any time of resorting to or exhausting any security or collateral, if any, given in connection herewith or with a Note or this Agreement or by or resorting to any other guaranties, and the EUR Issuer and each Foreign Obligor Affiliate hereby waives the right to require any holder to join the EUR Issuer or any Foreign Obligor Affiliate in any action brought under this Agreement or the Foreign Currency Notes or to commence any action against or obtain any judgment against the EUR Issuer or to pursue any other remedy or enforce any other right. The EUR Issuer and each Foreign Obligor Affiliate further agrees that nothing contained herein or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations), and the exercise of any of their rights or the completion of any of their remedies shall not constitute a discharge of any of the EUR Issuer’s or such Foreign Obligor Affiliate’s obligations under this Section 24, it being the purpose and intent of the EUR Issuer and each Foreign Obligor Affiliate that the obligations of the EUR Issuer and each Foreign Obligor Affiliate under this Section 24 shall be absolute, independent and unconditional under any and all circumstances whatsoever. None of the EUR Issuer’s or Foreign Obligor Affiliates’ obligations under this Section 24 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the EUR Issuer under a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations) or by reason of the EUR Issuer’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against the EUR Issuer. This joint and several obligation shall continue to be effective and be deemed to have continued in existence or be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant to a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations) is rescinded or otherwise required to be returned by the payee upon the insolvency, bankruptcy, or reorganization of the payor, all as though such payment to such holder had not been made, regardless of whether such holder contested the order requiring the return of such payment. The obligations of the EUR Issuer and each Foreign Obligor Affiliate pursuant to the preceding sentence shall survive any termination, cancellation, or release of these Foreign Obligor Affiliate Obligations. Lineage Logistics, LLC Note Purchase Agreement

Obligations Absolute and Unconditional. (a) The obligations of HoldingsGuarantor hereunder are primary obligations of Guarantor and are an absolute, the Company unconditional, continuing and each US Obligor Affiliate under this Section 24 shall be a complete, present and continuing joint and several obligation irrevocable guaranty of payment and not of collectibility or performance and not just are in no way conditioned on or contingent upon any attempt to enforce in whole or in part Borrower's or the Partners' liabilities and obligations to the Banks. If one or both Partners shall fail to pay any of collection. Holdingsthe Guaranteed Obligations as and when they are due, the Company Guarantor shall forthwith pay such Guaranteed Obligations in immediately available funds, and each US Obligor Affiliate agrees that its obligations under this Section 24 such failure by either Partner to pay a Guaranteed Obligation shall give rise to a separate cause of action herewith, and separate suits may be joint brought hereunder as each cause of action arises. (b) The Banks may, at any time and several with any and any other Guarantees given in connection with this Agreement and the Notes from time to time. Holdingstime (whether or not after revocation or termination of this Guaranty) without the consent of or notice to Guarantor, the Company and each US Obligor Affiliate agrees that the US Obligor Affiliate Obligations in this Section 24 except such notice as may be enforced required by applicable law which cannot be waived or any notice required hereunder, without incurring responsibility to Guarantor, without impairing or releasing the holders obligations of Guarantor hereunder, upon or without any terms or conditions and in whole or in part, (i) change the necessity at any manner, place and terms of payment or change or extend the time of resorting to such payment of, renew, or exhausting alter any security Guaranteed Obligation, or collateralany obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof or in any manner modify, if anyamend or supplement the terms of the Equity Contribution Agreement, given any documents, instruments or agreements executed in connection herewith or with a Note or this Agreement or by or resorting to any other guaranties, and Holdings, the Company and each US Obligor Affiliate hereby waives the right to require any holder to join Holdings, the Company or any US Obligor Affiliate in any action brought under this Agreement or the Notes or to commence any action against or obtain any judgment against the Issuers or to pursue any other remedy or enforce any other right. Holdings, the Company and each US Obligor Affiliate further agrees that nothing contained herein or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Note or this Agreementtherewith, and the guaranty herein made shall apply to the Guaranteed Obligations, as changed, extended, renewed, modified, amended, supplemented or altered in any manner; (ii) exercise of or refrain from exercising any of their rights against Borrower or the completion of one or both Partners or others (including Guarantor) or otherwise act or refrain from acting; (iii) add or release any of their remedies shall not constitute a discharge of any of Holdings’s, the Company’s other guarantor from its obligations without affecting or such US Obligor Affiliate’s obligations under this Section 24, it being the purpose and intent of Holdings, the Company and each US Obligor Affiliate that impairing the obligations of HoldingsGuarantor hereunder; (iv) settle or compromise any Guaranteed Obligations and/or any obligations and liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the Company and each US Obligor Affiliate under this Section 24 shall be absolute, independent and unconditional under any and all circumstances whatsoever. None of Holdings’s, the Company’s or US Obligor Affiliates’ obligations under this Section 24 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the Issuers under a Note or this Agreement or by reason of any Issuer’s bankruptcy or by reason of any creditor or bankruptcy proceeding instituted by or against any Issuer. This joint and several obligation shall continue to be effective and be deemed to have continued in Lineage Logistics, LLC Note Purchase Agreement existence or be reinstated (as the case may be) if at any time payment of all or any part thereof to the payment of any sum payable obligations and liabilities which may be due to the Banks or others; (v) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner or in any order any property by whomsoever pledged or mortgaged to secure or howsoever securing the Guaranteed Obligations or any liabilities or obligations (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof and/or any offset thereagainst; (vi) apply any sums by whomsoever paid or howsoever realized to any obligations and liabilities of Borrower or the Partners to the Banks under the Equity Contribution Agreement, the Credit Agreement or the other Credit Documents in the manner provided therein regardless of what obligations and liabilities remain unpaid; (vii) consent to or waive any breach of, or any act, omission or default under, the Equity Contribution Agreement, the Credit Agreement or any other Credit Document; and/or (viii) act or fail to act in any manner referred to in this Guaranty which may deprive Guarantor of its right to subrogation against Borrower (if any) or one or both Partners to recover full indemnity for any payments made pursuant to a Note this Guaranty or this Agreement is rescinded or otherwise required to be returned by the payee upon the insolvency, bankruptcy, or reorganization of the payor, all as though such payment to such holder had not been made, regardless its right of whether such holder contested the order requiring the return of such payment. The obligations of Holdings pursuant to the preceding sentence shall survive contribution against any termination, cancellation, or release of these US Obligor Affiliate Obligationsother party. (bc) The obligations No invalidity, irregularity or unenforceability of the EUR Issuer Guaranteed Obligations or invalidity, irregularity, unenforceability or non perfection of any collateral therefor, shall affect, impair, or be a defense to this Guaranty, which is a primary obligation of Guarantor. (d) This is a continuing Guaranty and each Foreign Obligor Affiliate all obligations to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. In the event that, notwithstanding the provisions of Section 2.2(a) hereof, this Guaranty shall be deemed revocable in accordance with applicable law, then to the extent permitted by applicable law any such revocation shall become effective only upon receipt by Administrative Agent of written notice of revocation signed by Guarantor. To the extent permitted by applicable law, no revocation or termination hereof shall affect in any manner rights arising under this Section 24 shall be a complete, present and continuing joint and several obligation of payment and performance and not just of collection. The EUR Issuer and each Foreign Obligor Affiliate agrees that its obligations under this Section 24 shall be joint and several with any and any other Guarantees given in connection with this Agreement Guaranty with respect to the Foreign Obligor Affiliate Guaranteed Obligations (i) arising prior to receipt by Administrative Agent of written notice of such revocation or termination and the Foreign Currency Notes from time to time. The EUR Issuer sole effect of revocation and each Foreign Obligor Affiliate agrees that the Foreign Obligor Affiliate Obligations in this Section 24 may be enforced by the holders without the necessity at any time of resorting to or exhausting any security or collateral, if any, given in connection herewith or with a Note or this Agreement or by or resorting to any other guaranties, and the EUR Issuer and each Foreign Obligor Affiliate hereby waives the right to require any holder to join the EUR Issuer or any Foreign Obligor Affiliate in any action brought under this Agreement or the Foreign Currency Notes or to commence any action against or obtain any judgment against the EUR Issuer or to pursue any other remedy or enforce any other right. The EUR Issuer and each Foreign Obligor Affiliate further agrees that nothing contained herein or otherwise shall prevent any holder from pursuing concurrently or successively all rights and remedies available to them at law and/or in equity or under a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations), and the exercise of any of their rights or the completion of any of their remedies shall not constitute a discharge of any of the EUR Issuer’s or such Foreign Obligor Affiliate’s obligations under this Section 24, it being the purpose and intent of the EUR Issuer and each Foreign Obligor Affiliate that the obligations of the EUR Issuer and each Foreign Obligor Affiliate under this Section 24 termination hereof shall be absolute, independent and unconditional to exclude from this Guaranty Guaranteed Obligations thereafter arising which are unconnected with Guaranteed Obligations theretofore arising or transactions theretofore entered into or (ii) arising as a result of an Event of Default under any and all circumstances whatsoever. None of the EUR Issuer’s or Foreign Obligor Affiliates’ obligations under this Section 24 nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of the EUR Issuer under a Foreign Currency Note or this Credit Agreement (with respect to the Foreign Obligor Affiliate Obligations) or occurring by reason of the EUR Issuer’s revocation or termination of this Guaranty. (e) Guarantor shall file, in any bankruptcy or other proceeding in which the filing of claims is required or permitted by law, all claims which Guarantor may have against Borrower and the Partners relating to any indebtedness of Borrower and the Partners, respectively, to Guarantor, and hereby assigns to Administrative Agent on behalf of the Banks all rights of Guarantor thereunder. If Guarantor does not file any such claim, Administrative Agent, as attorney-in-fact for Guarantor, is hereby authorized to do so in the name of Guarantor or, in Administrative Agent's discretion, to assign the claim to a nominee and to cause proofs of claim to be filed in the name of Administrative Agent's nominee. The foregoing power of attorney is coupled with an interest and cannot be revoked. Administrative Agent or its nominee shall have the sole right to accept or reject any plan proposed in any such proceeding and to take any other action which a party filing a claim is entitled to take. In all such cases, whether in administration, bankruptcy or otherwise, the person authorized to pay such a claim shall pay the same to Administrative Agent to the extent of any Guaranteed Obligations which then remain unpaid and, to the full extent necessary for that purpose, Guarantor hereby assigns to Administrative Agent all of Guarantor's rights to all such payments or distributions to which Guarantor would otherwise be entitled; provided, however, -------- ------- that Guarantor's obligations hereunder shall not be satisfied except to the extent that Administrative Agent receives cash by reason of any creditor such payment or bankruptcy proceeding instituted distribution. If Administrative Agent receives anything hereunder other than cash, the same shall be held as collateral for amounts due under this Guaranty. (f) Except as otherwise required by or against the EUR Issuer. This joint and several obligation shall continue to be effective and be deemed to have continued in existence or be reinstated (as the case may be) if at any time law, each payment of all or any part of any sum payable pursuant to a Foreign Currency Note or this Agreement (with respect to the Foreign Obligor Affiliate Obligations) is rescinded or otherwise required to be returned made by Guarantor to Administrative Agent or the Banks hereunder shall be made without deduction or withholding for or on account of Taxes. If such deduction or withholding is so required, Guarantor shall, upon notice thereof from Administrative Agent, (i) pay the amount required to be deducted or withheld to the appropriate authorities before penalties attach thereto or interest accrues thereon (including deductions from amounts payable under this Section 2.2(f)), (ii) on or before the thirtieth day after payment of such amount, forward to the Banks an official receipt evidencing such payment (or a certified copy thereof), and (iii) in the case of any such deduction or withholding, forthwith pay to Administrative Agent for the account of the Banks such additional amount as may be necessary to ensure that the net amount actually received by the payee upon the insolvencyBanks, bankruptcy, or reorganization of the payor, all as though such payment to such holder had not been made, regardless of whether such holder contested the order requiring the return free and clear of such payment. The obligations of the EUR Issuer and each Foreign Obligor Affiliate pursuant Taxes, including any Taxes on such additional amount, is equal to the preceding sentence shall survive any termination, cancellation, amount that the Banks would have received had there been no such deduction or release of these Foreign Obligor Affiliate Obligations. Lineage Logistics, LLC Note Purchase Agreementwithholding.