Common use of The Guaranties Clause in Contracts

The Guaranties. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by each of General Partner and Prologis from the proceeds of the Loans and the issuance of the Letters of Credit, each of General Partner and Prologis hereby absolutely, irrevocably and unconditionally guarantees, jointly and severally, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of all of the Guaranteed Obligations of the applicable Designated Borrowers and the due performance and compliance with all terms, conditions and agreements contained in the Loan Documents by each such Designated Borrower. If any of the Guaranteed Obligations of such Designated Borrowers to any Agent and/or any Lender becomes due and payable hereunder, each of General Partner and Prologis unconditionally promises to pay such indebtedness to such Agents and/or such Lenders, as applicable, on demand, together with all reasonable expenses which may be incurred by any Agent or the Lenders in collecting any of the Guaranteed Obligations. If claim is ever made upon any Agent and/or any Lender for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (b) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Designated Borrowers), then and in such event each of General Partner and Prologis agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such entity, notwithstanding any revocation of the applicable guaranty under this Article XV or other instrument evidencing any liability of any Designated Borrower, and each of General Partner and Prologis shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

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

The Guaranties. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by each of General Partner and Prologis from the proceeds of the Loans and the issuance of the Letters of Credit, each of General Partner and Prologis hereby absolutely, irrevocably and unconditionally guarantees, jointly and severally, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of all of the Guaranteed Obligations of the applicable Designated Affiliate Borrowers and the due performance and compliance with all terms, conditions and agreements contained in the Loan Documents by each such Designated Affiliate Borrower. If any of the Guaranteed Obligations of such Designated Affiliate Borrowers to any Agent and/or any Lender becomes due and payable hereunder, each of General Partner and Prologis unconditionally promises to pay such indebtedness to such Agents and/or such Lenders, as applicable, on demand, together with all reasonable expenses which may be incurred by any Agent or the Lenders in collecting any of the Guaranteed Obligations. If claim is ever made upon any Agent and/or any Lender for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (b) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Designated Affiliate Borrowers), then and in such event each of General Partner and Prologis agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such entity, notwithstanding any revocation of the applicable guaranty under this Article XV or other instrument evidencing any liability of any Designated Affiliate Borrower, and each of General Partner and Prologis shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

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

The Guaranties. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by each of General Partner and Prologis from the proceeds of the Loans and the issuance of the Letters of Credit, each of General Partner and Prologis hereby absolutely, irrevocably and unconditionally guarantees, jointly and severally, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of all of the Guaranteed Obligations of the applicable Designated Affiliate Borrowers and the due performance and compliance with all terms, conditions and agreements contained in the Loan Documents by each such Designated Affiliate Borrower. If any of the Guaranteed Obligations of such Designated Affiliate Borrowers to any Agent and/or any Lender becomes due and payable hereunder, each of General Partner and Prologis unconditionally promises to pay such indebtedness to such Agents and/or such Lenders, as applicable, on demand, together with all reasonable expenses which may be incurred by any Agent or the Lenders in collecting any of the Guaranteed Obligations. If claim is ever made upon any Agent and/or any Lender for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (b) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Designated Affiliate Borrowers), then and in such event each of General Partner and Prologis agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such entity, notwithstanding any revocation of the applicable guaranty under this Article XV or other instrument evidencing any liability of any Designated Affiliate Borrower, and each of General Partner and Prologis shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranties. In order to induce the Lenders Administrative Agent, the Issuing Bank and the Banks to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by each of General Partner Holdings and Prologis the US Borrower from the proceeds of the Loans and the issuance of the Letters of Credit, Holdings and the US Borrower hereby agree with the Banks as follows: each of General Partner Holdings and Prologis the US Borrower hereby absolutely, unconditionally and irrevocably and unconditionally guarantees, jointly and severally, guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness (including all interest that accrues after the commencement of any case or proceeding or other action relating to a bankruptcy, insolvency, reorganization or similar proceeding of any Guaranteed Party at the rate provided for in the respective documentation whether or not a claim for post-petition interest is allowed in any such proceeding) of the Guaranteed Parties, to the Guaranteed Creditors under this Agreement and the other Credit Documents and all Interest Rate Protection Agreement or Other Hedging Agreements entered into by a Guaranteed Creditor or a Lending Affiliate of a Guaranteed Creditor. If any or all of the Guaranteed Obligations of the applicable Designated Borrowers and the due performance and compliance with all terms, conditions and agreements contained in the Loan Documents by each such Designated Borrower. If any indebtedness of the Guaranteed Obligations of such Designated Borrowers Parties to any Agent and/or any Lender the Guaranteed Creditors becomes due and payable hereunderhereunder or under such other Credit Documents or Interest Rate Protection Agreement or Other Hedging Agreements, each of General Partner Holdings and Prologis the US Borrower unconditionally promises promise to pay such indebtedness to such Agents and/or such Lenders, as applicablethe Banks, on demand, together with any and all reasonable out-of-pocket expenses which may be incurred by any the Administrative Agent or the Lenders Banks in collecting any of the Guaranteed Obligationssuch indebtedness. If claim The word "indebtedness" is ever made upon used in this Section 12 in its most comprehensive sense and means any Agent and/or any Lender for repayment or recovery of any amount or amounts received in payment or on account of any and all advances, debts, obligations and liabilities of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over such payee Parties arising in connection with this Agreement or any other Credit Documents or under any Interest Rate Protection Agreement or Other Hedging Agreement with a Guaranteed Creditor or a Lending Affiliate of its property a Guaranteed Creditor, in each case, heretofore, now, or (b) any settlement hereafter made, incurred or compromise of any created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such claim effected by such payee indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Guaranteed Parties may be liable individually or jointly with any such claimant (including the Designated Borrowers)others, then and in such event each of General Partner and Prologis agrees that any such judgment, decree, order, settlement whether or compromise shall be binding not recovery upon such entity, notwithstanding indebtedness may be or hereafter become barred by any revocation statute of the applicable guaranty under this Article XV or other instrument evidencing any liability of any Designated Borrowerlimitations, and each of General Partner and Prologis shall whether or not such indebtedness may be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeehereafter become otherwise unenforceable.

The Guaranties. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by each of General Partner and Prologis from the proceeds of the Loans and the issuance of the Letters of CreditLoans, each of General Partner and Prologis Guarantor hereby absolutely, irrevocably and unconditionally guarantees, jointly and severally, as primary obligor and not merely as surety guarantees the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of all of the Guaranteed Obligations of the applicable Designated Borrowers and the due performance and compliance with all terms, conditions and agreements contained in the Loan Documents by each such Designated Borrower. If any of the Guaranteed Obligations of such Designated Borrowers to any Administrative Agent and/or any Lender becomes due and payable hereunder, each of General Partner and Prologis Guarantor unconditionally promises to pay such indebtedness to such Agents Administrative Agent and/or such LendersLender, as applicable, on demand, together with all reasonable expenses which may be incurred by any Administrative Agent or the Lenders such Lender in collecting any of the Guaranteed Obligations. If claim is ever made upon any Administrative Agent and/or any Lender for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (b) any settlement or compromise of any such claim effected by such payee with any such claimant (including the any Designated BorrowersBorrower), then and in such event each of General Partner and Prologis Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such entity, notwithstanding any revocation of the applicable guaranty under this Article XV XII or other instrument evidencing any liability of any Designated Borrower, and each of General Partner and Prologis Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

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

The Guaranties. In order to To induce the Lenders to enter into this Agreement and to extend provide the credit hereunder described herein and in recognition consideration of benefits expected to accrue to each Guarantor by reason of the direct benefits Commitments and for other good and valuable consideration, receipt of which is hereby acknowledged, each Subsidiary party hereto and each Subsidiary which executes and delivers a Guaranty (each such Subsidiary being hereinafter referred to be received by individually as a "Guarantor" and collectively as the "Guarantors") hereby unconditionally and irrevocably guarantees jointly and severally to the Agent, the Lenders, their Affiliates and each other holder of General Partner any of the Obligations, Hedging Liability and Prologis from Funds Transfer and Deposit Account Liability, (x) the proceeds due and punctual payment of all present and future Obligations, including, but not limited to, the due and punctual payment of principal of and interest on the Loans and the issuance of the Letters of Credit, each of General Partner and Prologis hereby absolutely, irrevocably and unconditionally guarantees, jointly and severallyReimbursement Obligations, as primary obligor and not merely as surety when the full same shall become due and prompt payment when duepayable, whether upon at stated maturity, by acceleration or otherwise, according to the terms hereof and thereof and (y) the due and punctual payment of all of present and future Hedging Liability and Funds Transfer and Deposit Account Liability as and when the Guaranteed Obligations of the applicable Designated Borrowers and the due performance and compliance with all terms, conditions and agreements contained in the Loan Documents by each such Designated Borrower. If any of the Guaranteed Obligations of such Designated Borrowers to any Agent and/or any Lender becomes same shall become due and payable hereunderpayable, whether at its stated maturity, by acceleration or otherwise, according to the terms thereof (the Obligations, Hedging Liability and Funds Transfer and Deposit Account Liability so guaranteed being hereinafter referred to collectively as the "Guaranteed Obligations"). In case of failure by the Borrower punctually to pay any Guaranteed Obligations, each of General Partner Guarantor hereby unconditionally and Prologis unconditionally promises jointly and severally agrees to pay make such indebtedness to such Agents and/or such Lenders, as applicable, on demand, together with all reasonable expenses which may be incurred by any Agent or the Lenders in collecting any of the Guaranteed Obligations. If claim is ever made upon any Agent and/or any Lender for repayment or recovery of any amount or amounts received in payment or on account of any of to cause such payment to be made punctually as and when the Guaranteed Obligations same shall become due and any of the aforesaid payees repays all payable, whether at stated maturity, by acceleration or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (b) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Designated Borrowers), then and in such event each of General Partner and Prologis agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such entity, notwithstanding any revocation of the applicable guaranty under this Article XV or other instrument evidencing any liability of any Designated Borrowerotherwise, and each of General Partner and Prologis shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received payment were made by any such payeethe Borrower.

The Guaranties. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by each of General Partner and Prologis from the proceeds of the Loans and the issuance of the Letters of CreditLoans, each of General Partner and Prologis hereby absolutely, irrevocably and unconditionally guarantees, jointly and severally, as primary obligor and not merely as surety surety, the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of all of the Guaranteed Obligations of the applicable Designated Borrowers and the due performance and compliance with all terms, conditions and agreements contained in the Loan Documents by each such Designated BorrowerPrologis. If any of the Guaranteed Obligations of such Designated Borrowers to any Administrative Agent and/or any Lender becomes become due and payable hereunder, each of General Partner and Prologis unconditionally promises to pay such indebtedness to such Agents Administrative Agent and/or such LendersLender, as applicable, on demand, together with all reasonable and documented expenses which that may be incurred by any Administrative Agent or the Lenders such Lender in collecting any of the such Guaranteed Obligations. If claim is ever made upon any Administrative Agent and/or any Lender for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (b) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Designated BorrowersPrologis), then and in such event each of General Partner and Prologis agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such entityGeneral Partner, notwithstanding any revocation of the applicable guaranty under this Article XV XII or any other instrument evidencing any liability of any Designated BorrowerPrologis, and each of General Partner and Prologis shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranties. (a) In order to induce the Administrative Agent and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by each of General Partner the U.S. Guarantors and Prologis from the proceeds of the Loans their respective Affiliates and the issuance of the Letters of CreditSubsidiaries, each of General Partner the U.S. Guarantors hereby, jointly and Prologis hereby severally, absolutely, irrevocably and unconditionally guarantees, jointly and severally, as primary obligor and not merely as surety guarantees the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of and at all times thereafter, all of the Guaranteed Obligations Obligations, whether direct or indirect, absolute or contingent, or now or hereafter existing, or due or to become due, and each of the applicable Designated Borrowers U.S. Guarantors further agrees, jointly and the due performance severally, to pay all expenses (including reasonable attorneys' fees and compliance with all terms, conditions and agreements contained legal expenses) paid or incurred by any holder of any Guaranteed Obligations in the Loan Documents by each such Designated Borrower. If any of endeavoring to collect the Guaranteed Obligations Obligations, or any part thereof, and in enforcing this Agreement; provided, however, that the U.S. Guarantors shall each only be liable under this Article XII for the maximum amount of such Designated Borrowers liability that can be hereby incurred without rendering the agreements set forth in this Article XII, as it relates to any Agent and/or any Lender becomes due and payable hereunder, each of General Partner and Prologis unconditionally promises to pay such indebtedness to such Agents and/or such Lendersthe U.S. Guarantors, as applicable, on demandvoidable under any applicable law relating to fraudulent conveyance or fraudulent transfer, together with all reasonable expenses which may be incurred by and not for any Agent or the Lenders in collecting any greater amount. This Guaranty constitutes a guaranty of the Guaranteed Obligations. If claim is ever made upon any Agent and/or any Lender for repayment or recovery payment when due and not of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (b) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Designated Borrowers), then and in such event each of General Partner and Prologis agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such entity, notwithstanding any revocation of the applicable guaranty under this Article XV or other instrument evidencing any liability of any Designated Borrowercollection, and each of General Partner and Prologis the U.S. Guarantors specifically agrees that it shall not be and remain liable necessary or required that any Guaranteed Creditor exercise any right, assert any claim or demand, or enforce any remedy whatsoever against any Borrower (or any other Person or any other Guarantor) before or as a condition to the aforesaid payees hereunder for obligations of the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeU.S. Guarantors hereunder.

The Guaranties. In order to To induce the Lenders Purchasers to enter into this Agreement and to extend credit hereunder purchase the Securities described herein and in recognition consideration of benefits expected to accrue to each Guarantor by reason of the direct benefits Commitments and for other good and valuable consideration, receipt of which is hereby acknowledged, each Subsidiary party hereto and each Subsidiary which executes and delivers a Guaranty (each such Subsidiary being hereinafter referred to be received by individually as a “Guarantor” and collectively as the “Guarantors”) hereby unconditionally and irrevocably guarantees jointly and severally to the Agent, the Purchasers, their Affiliates and each of General Partner and Prologis from the proceeds other holder of the Loans Securities and the issuance any of the Letters Obligations, the due and punctual payment of Creditall present and future Obligations, each including, but not limited to, the due and punctual payment of General Partner principal of and Prologis hereby absolutely, irrevocably interest on the Notes and unconditionally guarantees, jointly obligations with respect to the Warrants and severallyunder the Deferred Put Obligations, as primary obligor and not merely as surety when the full same shall become due and prompt payment when duepayable, whether upon at stated maturity, by acceleration or otherwise, of all of according to the Guaranteed Obligations of terms hereof and thereof as and when the applicable Designated Borrowers and the due performance and compliance with all terms, conditions and agreements contained in the Loan Documents by each such Designated Borrower. If any of the Guaranteed Obligations of such Designated Borrowers to any Agent and/or any Lender becomes same shall become due and payable hereunderpayable, whether at its stated maturity, by acceleration or otherwise, according to the terms thereof (the Obligations so guaranteed being hereinafter referred to collectively as the “Guaranteed Obligations”). In case of failure by the Company punctually to pay any Guaranteed Obligations, each of General Partner Guarantor hereby unconditionally and Prologis unconditionally promises jointly and severally agrees to pay make such indebtedness to such Agents and/or such Lenders, as applicable, on demand, together with all reasonable expenses which may be incurred by any Agent or the Lenders in collecting any of the Guaranteed Obligations. If claim is ever made upon any Agent and/or any Lender for repayment or recovery of any amount or amounts received in payment or on account of any of to cause such payment to be made punctually as and when the Guaranteed Obligations same shall become due and any of the aforesaid payees repays all payable, whether at stated maturity, by acceleration or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (b) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Designated Borrowers), then and in such event each of General Partner and Prologis agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such entity, notwithstanding any revocation of the applicable guaranty under this Article XV or other instrument evidencing any liability of any Designated Borrowerotherwise, and each of General Partner and Prologis shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received payment were made by any such payeethe Company. Each Guaranty is a guaranty of payment and not of collection.

The Guaranties. In order to induce the Administrative Agent, the Issuing Lender and the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by each of General Partner Holdings and Prologis the Parent from the proceeds of the Loans and the issuance of the Letters of Credit, Holdings and the Parent hereby agree with the Lenders as follows: each of General Partner Holdings and Prologis the Parent hereby absolutely, irrevocably and unconditionally guarantees, jointly and severally, unconditionally and irrevocably guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness (including all interest that accrues after the commencement of any case or proceeding or other action relating to a bankruptcy, insolvency, reorganization or similar proceeding of the Borrower at the rate provided for in the respective documentation whether or not a claim for post-petition interest is allowed in any such proceeding) of the Borrower, to the Guaranteed Creditors under this Agreement and the other Credit Documents and all Interest Rate Protection Agreement or Other Hedging Agreements entered into by a Guaranteed Creditor or a Lending Affiliate of a Guaranteed Creditor. If any or all of the Guaranteed Obligations indebtedness of the applicable Designated Borrowers and the due performance and compliance with all terms, conditions and agreements contained in the Loan Documents by each such Designated Borrower. If any of Borrower to the Guaranteed Obligations of such Designated Borrowers to any Agent and/or any Lender Creditors becomes due and payable hereunderhereunder or under such other Credit Documents or Interest Rate Protection Agreement or Other Hedging Agreements, each of General Partner Holdings and Prologis the Parent unconditionally promises promise to pay such indebtedness to such Agents and/or such the Lenders, as applicable, on demand, together with any and all reasonable out-of-pocket expenses which may be incurred by any the Administrative Agent or the Lenders in collecting any of the Guaranteed Obligationssuch indebtedness. If claim The word "indebtedness" is ever made upon used in this Section 13 in its most comprehensive sense and means any Agent and/or any Lender for repayment or recovery of any amount or amounts received in payment or on account of any and all advances, debts, obligations and liabilities of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over such payee Borrower arising in connection with this Agreement or any other Credit Documents or under any Interest Rate Protection Agreement or Other Hedging Agreement with a Guaranteed Creditor or a Lending Affiliate of its property a Guaranteed Creditor, in each case, heretofore, now, or (b) any settlement hereafter made, incurred or compromise of any created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such claim effected by such payee indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with any such claimant (including the Designated Borrowers)others, then and in such event each of General Partner and Prologis agrees that any such judgment, decree, order, settlement whether or compromise shall be binding not recovery upon such entity, notwithstanding indebtedness may be or hereafter become barred by any revocation statute of the applicable guaranty under this Article XV or other instrument evidencing any liability of any Designated Borrowerlimitations, and each of General Partner and Prologis shall whether or not such indebtedness may be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeehereafter become otherwise unenforceable.

The Guaranties. In order to induce Each Guarantor acknowledges that it has reviewed the Lenders to enter into this terms and provisions of the Credit Agreement and this Amendment and consents to extend credit hereunder and in recognition the amendment of the direct benefits Credit Agreement effected pursuant to be received by each this Amendment. Each Guarantor hereby confirms that the Guaranty Agreement and the Collateral Documents to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of General Partner all Obligations, Guarantied Obligations (as defined in the applicable Guaranty Agreements) and Prologis from Secured Obligations (as defined in the proceeds Collateral Documents), as the case may be, including, without limitation, the payment and performance of all Obligations of Borrower now or hereafter existing under or in respect of the Loans Credit Agreement as amended by this Amendment and the issuance Notes defined therein. Each Guarantor acknowledges and agrees that any of the Letters of Credit, each of General Partner Guaranty Agreements and Prologis hereby absolutely, irrevocably the Collateral Documents to which it is a party or otherwise bound shall continue in full force and unconditionally guarantees, jointly effect and severally, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the Guaranteed Obligations execution or effectiveness of the applicable Designated Borrowers this Amendment. Each Guarantor represents and the due performance warrants that all representations and compliance with all terms, conditions and agreements warranties contained in the Loan Credit Agreement as amended by this Amendment and the Guaranty Agreements and the Collateral Documents by each such Designated Borrower. If any to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Guaranteed Obligations of such Designated Borrowers to any Agent and/or any Lender becomes due and payable hereunder, each of General Partner and Prologis unconditionally promises to pay such indebtedness to such Agents and/or such Lenders, as applicable, on demand, together with all reasonable expenses which may be incurred by any Agent or the Lenders in collecting any of the Guaranteed Obligations. If claim is ever made upon any Agent and/or any Lender for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (b) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Designated Borrowers), then and in such event each of General Partner and Prologis agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such entity, notwithstanding any revocation of the applicable guaranty under this Article XV or other instrument evidencing any liability of any Designated Borrower, and each of General Partner and Prologis shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered Eighteenth Amendment Effective Date to the same extent as if though made on and as of that date except to the extent that such amount had never originally been received representations and warranties specifically relate to an earlier date, in which case they are true, correct and complete in all material respects as of such earlier date. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any such payeeother Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment or any other Loan Document and (ii) that neither the terms of the Credit Agreement, any other Loan Document nor this 5 Amendment shall be deemed to require the consent of any Guarantor to any future amendments to the Credit Agreement.

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

The Guaranties. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by each of General Partner and Prologis from the proceeds of the Loans and the issuance of the Letters of CreditLoans, each of General Partner and Prologis Guarantor hereby absolutely, irrevocably and unconditionally guarantees, jointly and severally, as primary obligor and not merely as surety guarantees the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of all of the Guaranteed Obligations of the applicable Designated Borrowers and the due performance and compliance with all terms, conditions and agreements contained in the Loan Documents by each such Designated Borrower. If any of the Guaranteed Obligations of such Designated Borrowers to any Administrative Agent and/or any Lender becomes due and payable hereunder, each of General Partner and Prologis Guarantor unconditionally promises to pay such indebtedness to such Agents Administrative Agent and/or such LendersLender, as applicable, on demand, together with all reasonable and documented expenses which may be incurred by any Administrative Agent or the Lenders such Lender in collecting any of the Guaranteed Obligations. If claim is ever made upon any Administrative Agent and/or any Lender for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (a) any judgment, decree or order of any 127 Prologis, L.P. Term Loan Agreement court or administrative body having jurisdiction over such payee or any of its property or (b) any settlement or compromise of any such claim effected by such payee with any such claimant (including the any Designated BorrowersBorrower), then and in such event each of General Partner and Prologis Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such entity, notwithstanding any revocation of the applicable guaranty under this Article XV or other instrument evidencing any liability of any Designated Borrower, and each of General Partner and Prologis Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranties. In order to induce Each Guarantor acknowledges that it has reviewed the Lenders to enter into this terms and provisions of the Credit Agreement and this Amendment and consents to extend credit hereunder and in recognition the amendment of the direct benefits Credit Agreement effected pursuant to be received by each this Amendment. Each Guarantor hereby confirms that the Guaranty Agreement and then Collateral Documents to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible then payment and performance of General Partner all Obligations, Guarantied Obligations (as defined in then applicable Guaranty Agreements) and Prologis from Secured Obligations (as defined in the proceeds Collateral Documents), as the case may be, including, without limitation, the payment and performance of all Obligations of Borrower now or hereafter existing under or in respect of the Loans Credit Agreement as amended by this Amendment and the issuance Notes defined therein. Each Guarantor acknowledges and agrees that any of the Letters of Credit, each of General Partner Guaranty Agreements and Prologis hereby absolutely, irrevocably the Collateral Documents to which it is a party or otherwise bound shall continue in full force and unconditionally guarantees, jointly effect and severally, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of that all of the Guaranteed Obligations its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by then execution or effectiveness of the applicable Designated Borrowers this Amendment. Each Guarantor represents and the due performance warrants that all representations and compliance with all terms, conditions and agreements warranties contained in the Loan Credit Agreement as amended by this Amendment and the Guaranty Agreements and the Collateral Documents by each such Designated Borrower. If any to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Guaranteed Obligations of such Designated Borrowers to any Agent and/or any Lender becomes due and payable hereunder, each of General Partner and Prologis unconditionally promises to pay such indebtedness to such Agents and/or such Lenders, as applicable, on demand, together with all reasonable expenses which may be incurred by any Agent or the Lenders in collecting any of the Guaranteed Obligations. If claim is ever made upon any Agent and/or any Lender for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (b) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Designated Borrowers), then and in such event each of General Partner and Prologis agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such entity, notwithstanding any revocation of the applicable guaranty under this Article XV or other instrument evidencing any liability of any Designated Borrower, and each of General Partner and Prologis shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered Fourteenth Amendment Effective Date to the same extent as if though made on and as of that date except to the extent that such amount had never originally been received representations and warranties specifically relate to an earlier date, in which case they are true, correct and complete in all material respects as of such earlier date. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness sent forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any such payeeother Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment or any other Loan Document and (ii) that neither the terms of the Credit Agreement, any other Loan Document nor this Amendment shall be deemed to require the consent of any Guarantor to any future amendments to the Credit Agreement.

The Guaranties. In order to induce the Lenders to enter into this Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by each of General Partner and Prologis from the proceeds of the Loans and the issuance of the Letters of CreditLoans, each of General Partner and Prologis Guarantor hereby absolutely, irrevocably and unconditionally guarantees, jointly and severally, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of all of the Guaranteed Obligations of the applicable Designated 130 16257277_9 Borrowers and the due performance and compliance with all terms, conditions and agreements contained in the Loan Documents by each such Designated Borrower. If any of the Guaranteed Obligations of such Designated Borrowers to any Administrative Agent and/or any Lender becomes due and payable hereunder, each of General Partner and Prologis Guarantor unconditionally promises to pay such indebtedness to such Agents Administrative Agent and/or such LendersLender, as applicable, on demand, together with all reasonable and documented expenses which may be incurred by any Administrative Agent or the Lenders such Lender in collecting any of the Guaranteed Obligations. If claim is ever made upon any Administrative Agent and/or any Lender for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (b) any settlement or compromise of any such claim effected by such payee with any such claimant (including the any Designated BorrowersBorrower), then and in such event each of General Partner and Prologis Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such entity, notwithstanding any revocation of the applicable guaranty under this Article XV or other instrument evidencing any liability of any Designated Borrower, and each of General Partner and Prologis Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

The Guaranties. In order The payment and performance of the Obligations shall at all times be guaranteed by each Guarantor pursuant to this Article IX or pursuant to one or more guaranty agreements in form and substance reasonably acceptable to the Required Holders, as the same may be amended, modified or supplemented from time to time (individually a “Guaranty” and collectively the “Guaranties”). To induce the Lenders Holders to enter into this Agreement and to extend credit hereunder purchase the Notes and in recognition consideration of benefits expected to accrue to the direct benefits Borrower and each Guarantor by reason thereof and for other good and valuable consideration, receipt of which is hereby acknowledged, each Guarantor (including any Domestic Subsidiary formed or acquired after the Closing Date executing an Additional Guarantor Supplement or such other form of Guaranty as is reasonably acceptable to be received by each the Required Holders) hereby unconditionally and irrevocably guarantees jointly and severally to the Holders, the due and punctual payment of General Partner all present and Prologis from future Obligations, including, but not limited to, the proceeds due and punctual payment of principal of and interest on the Loans Notes and the issuance due and punctual payment of all other Obligations now or hereafter owed by the Letters of CreditBorrower under the Operative Documents, in each of General Partner case as and Prologis hereby absolutely, irrevocably when the same shall become due and unconditionally guarantees, jointly and severally, as primary obligor and not merely as surety the full and prompt payment when duepayable, whether upon at stated maturity, by acceleration or otherwise, according to the terms hereof and thereof (including interest, fees and other amounts which, but for the filing of all a petition in bankruptcy, would otherwise accrue on any such indebtedness, obligation, or liability). In case of failure by the Guaranteed Borrower or any other obligor punctually to pay any Obligations of guaranteed hereby, each Guarantor hereby unconditionally agrees to make such payment or to cause such payment to be made punctually as and when the applicable Designated Borrowers and the due performance and compliance with all terms, conditions and agreements contained in the Loan Documents by each such Designated Borrower. If any of the Guaranteed Obligations of such Designated Borrowers to any Agent and/or any Lender becomes same shall become due and payable hereunderpayable, each of General Partner whether at stated maturity, by acceleration, or otherwise, and Prologis unconditionally promises to pay as if such indebtedness to payment were made by the Borrower or such Agents and/or such Lenders, as applicable, on demand, together with all reasonable expenses which may be incurred by any Agent or the Lenders in collecting any of the Guaranteed Obligationsobligor. If claim is ever made upon any Agent and/or any Lender for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (b) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Designated Borrowers), then and in such event each of General Partner and Prologis Each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such entity, notwithstanding any revocation of the applicable its guaranty under set forth in this Article XV or other instrument evidencing any liability IX is a guaranty of any Designated Borrowerpayment when due and not of collection, and each of General Partner and Prologis shall be and remain liable Guarantor waives (to the aforesaid payees hereunder extent permitted by law) any right to require that any resort be made by the Holder Representative or any Holder to any collateral for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payeeObligations.

The Guaranties. In order to induce Each Guarantor acknowledges that it has reviewed the Lenders to enter into this terms and provisions of the Credit Agreement and this Amendment and consents to extend credit hereunder and in recognition the amendment of the direct benefits Credit Agreement effected pursuant to be received by each this Amendment. Each Guarantor hereby confirms that the Guaranty Agreement and the Collateral Documents to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of General Partner all Obligations, Guarantied Obligations (as defined in the applicable Guaranty Agreements) and Prologis from Secured Obligations (as defined in the proceeds Collateral Documents), as the case may be, including, without limitation, the payment and performance of all Obligations of Borrower now or hereafter existing under or in respect of the Loans Credit Agreement as amended by this Amendment and the issuance Notes defined therein. Each Guarantor acknowledges and agrees that any of the Letters of Credit, each of General Partner Guaranty Agreements and Prologis hereby absolutely, irrevocably the Collateral Documents to which it is a party or otherwise bound shall continue in full force and unconditionally guarantees, jointly effect and severally, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the Guaranteed Obligations execution or effectiveness of the applicable Designated Borrowers this Amendment. Each Guarantor represents and the due performance warrants that all representations and compliance with all terms, conditions and agreements warranties contained in the Loan Credit Agreement as amended by this Amendment and the Guaranty Agreements and the Collateral Documents by each such Designated Borrower. If any to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the Guaranteed Obligations of such Designated Borrowers to any Agent and/or any Lender becomes due and payable hereunder, each of General Partner and Prologis unconditionally promises to pay such indebtedness to such Agents and/or such Lenders, as applicable, on demand, together with all reasonable expenses which may be incurred by any Agent or the Lenders in collecting any of the Guaranteed Obligations. If claim is ever made upon any Agent and/or any Lender for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (a) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (b) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Designated Borrowers), then and in such event each of General Partner and Prologis agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such entity, notwithstanding any revocation of the applicable guaranty under this Article XV or other instrument evidencing any liability of any Designated Borrower, and each of General Partner and Prologis shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered Thirteenth Amendment Effective Date to the same extent as if though made on and as of that date except to the extent that such amount had never originally been received representations and warranties specifically relate to an earlier date, in which case they are true, correct and complete in all material respects as of such earlier date. Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any such payeeother Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment or any other Loan Document and (ii) that neither the terms of the Credit Agreement, any other Loan Document nor this Amendment shall be deemed to require the consent of any Guarantor to any future amendments to the Credit Agreement.