Common use of Basis for Determining Interest Rate Inadequate or Unfair Clause in Contracts

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Currency Loans shall be suspended. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (a) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, (b) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be made.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency Dollar Borrowing or Money Market Borrowing: (a) the Administrative Agent is advised by the Reference Bank that deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank in the relevant market for such Interest Period, or (b) Banks having 50% or more of the aggregate amount of the Commitments affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Currency Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Euro-Dollar Borrowing or Money Market LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsBorrowing, such Borrowing shall instead be made as a Base Rate Borrowing, and (bii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Fixed Rate Borrowing: (a) the Agent is advised by the Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) the Agent determines (which determination shall be conclusive) that by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the interest rate for Euro-Currency Dollar Loans for such Interest Period; or (c) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency)Rate, as the case may be, as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Currency Loans Dollar Loans, as the case may be, for such Interest Period, ; the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make CD Loans or Euro-Currency Loans Dollar Loans, as the case may be, shall be suspended. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsBorrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency BorrowingDollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, Banks or (b) in the case of a Group of Euro-Dollar Loans, Lenders having 50% or more of the aggregate principal amount of the Commitments such Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Currency such Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make or maintain Euro-Currency Dollar Loans shall be suspendedsuspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Euro-Dollar Borrowing or Money Market LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsEuro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Fixed Rate Loans: (a) the Agent determines that (i) deposits in dollars (in the applicable amounts) are not generally available in the relevant market for such Interest Period or (ii) reasonable means do not exist for ascertaining the Euro-Currency BorrowingDollar Rate, or (b) in the case of Euro-Dollar Loans, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Banks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Currency Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, shall be suspendedsuspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower Company notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsEuro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing denominated in DollarsBorrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency Fixed Rate Borrowing in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Currency Loans shall be suspended. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, (bii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day day, and (ciii) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be made.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency BorrowingEurodollar Loan: (i) the Administrative Agent determines (which determination shall be conclusive) that by reason of circumstances affecting the relevant market, Banks adequate and reasonable means do not exist for ascertaining the applicable Eurodollar Rate for such Interest Period; or (ii) Lenders having 50% or more of the aggregate amount of the Commitments of the relevant Class advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Currency Eurodollar Loans for such Interest Period, ; the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banksrelevant Lenders, whereupon whereupon, until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Currency Eurodollar Loans, or to continue or convert outstanding Loans as or into Eurodollar Loans, shall be suspendedsuspended and (ii) each outstanding Eurodollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Eurodollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (a) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, (b) if such Fixed Rate Borrowing is a Money Market LIBOR in the same aggregate amount as the requested Borrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing and shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the rate applicable to Revolving Base Rate Loans for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. (a) If on or prior to the first day of any Interest Period for any Euro-Currency Dollar Borrowing: (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Interest Period (including, without limitation, because the LIBO Screen Rate is not available or published on a current basis), or (ii) the Required Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered LIBO Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Dollar Term Loans for such Interest Period, then the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Banks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Currency Dollar Term Loans shall be suspended. Unless the Borrower or any Additional Borrower Company notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Fixed Rate Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (a) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, . (b) if If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such Fixed circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(ii) have not arisen but the supervisor for the administrator of the LIBO Screen Rate or a governmental authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Company shall endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin). Notwithstanding anything to the contrary in Section 10.05, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Domestic Business Days of the date notice of such alternate rate of interest is provided to the Banks, a written notice from the Required Banks stating that such Required Banks object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 8.01(b), only to the extent the LIBO Screen Rate for Dollars such Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that requests the conversion of any Borrowing is to, or continuation of any Borrowing as, a Money Market LIBOR Borrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Euro-Dollar Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day be ineffective and (cy) if such Fixed Rate any Borrowing was to be denominated in Request requests a Foreign CurrencyEuro-Dollar Borrowing, such Borrowing shall not be mademade as a Base Rate Borrowing; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency BorrowingDollar Loan or Competitive Bid LIBOR Loan: (a) the Administrative Agent is advised by the Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) in the case of a Euro-Dollar Loan, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Currency Dollar Loans, or to continue to convert outstanding Loans as or into Euro-Dollar Loans shall be suspendedsuspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate affected Borrowing is a Committed Borrowing denominated in DollarsEuro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate affected Borrowing is a Money Market Competitive Bid LIBOR Borrowing denominated in DollarsBorrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency Borrowing, Banks having 50% Borrowing or more of the aggregate amount of the Commitments advise Money Market IBOR Loan the Administrative Agent determines in good faith that deposits in Dollars or the Adjusted London Interbank Offered Rate applicable Alternate Currency (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, will applicable amounts) are not adequately and fairly reflect being offered in the cost to such Banks of funding their Euro-Currency Loans relevant market for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Currency Loans in Dollars or the applicable Alternate Currency, as the case may be, shall be suspended. Unless In such event (a) unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic on or before the second (2nd) Euro-Currency Business Days before Day before, but excluding, the date of (i) any Fixed Rate Euro-Currency Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (a) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, or (bii) if such Fixed Rate Borrowing is a any Money Market LIBOR IBOR Borrowing denominated in Dollarsfor which a Notice of Money Market Borrowing has previously been given, the Money Market LIBOR IBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day day, and (cb) if such Fixed Rate Borrowings of Alternate Currency Loans are affected, any Notice of Borrowing was to be for a Euro-Currency Borrowing denominated in a Foreign Currency, such Borrowing an Alternate Currency shall not be madeineffective.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency Borrowing, Banks having 50% Dollar Borrowing or more of the aggregate amount of the Commitments advise Money Market IBOR Loan the Administrative Agent determines in good faith that the Adjusted London Interbank Offered Rate deposits in Dollars (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, will applicable amounts) are not adequately and fairly reflect being offered in the cost to such Banks of funding their Euro-Currency Loans relevant market for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Currency Dollar Loans shall be suspended. Unless In such event (a) unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic on or before the second (2nd) Euro-Dollar Business Days before Day before, but excluding, the date of (i) any Fixed Rate Euro-Dollar Borrowing for Dollars for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (a) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, or (bii) if such Fixed Rate Borrowing is a any Money Market LIBOR IBOR Borrowing denominated in Dollarsfor which a Notice of Money Market Borrowing has previously been given, the Money Market LIBOR IBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day day, and (cb) if such Fixed Rate any Notice of Borrowing was to be for a Euro-Dollar Borrowing denominated in a Foreign Currency, such Borrowing an Alternate Currency shall not be madeineffective.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency Dollar Borrowing or Money Market LIBOR Borrowing: (a) If on or prior to the first day of any Interest Period for any Euro-Dollar Borrowing or Money Market LIBOR Loan the Administrative Agent determines in good faith that deposits in Dollars (in the applicable amounts) are not being offered in the relevant market for such Interest Period, or (b) Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Currency Dollar Loans shall be suspended. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Euro-Dollar Business Days before the date of any Fixed Rate Euro-Dollar Borrowing or Money Market LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsBorrowing, such Borrowing shall instead be made as a an Alternate Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Alternate Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Fixed Rate Loans: (a) the Agent is advised by the Euro-Currency BorrowingDollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, or (b) in the case of Euro-Dollar Loans, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Banks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Currency Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, shall be suspendedsuspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower Company notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsEuro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing denominated in DollarsBorrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency Fixed Rate Borrowing: (a) the Administrative Agent is advised by the Required Lenders that deposits in Dollars and in the required amounts are not being offered to the Lenders in the relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks Lenders having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency)Rate, as determined by the Administrative Agent, will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Currency Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks Lenders to make Euro-Currency Dollar Loans shall be suspended. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (a) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, (b) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in Dollars, . The Administrative Agent shall promptly notify the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including Lenders of any election by the first day Borrower pursuant to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madepreceding sentence.

Basis for Determining Interest Rate Inadequate or Unfair. If Reference Successor Rate. If, on or prior to the first day of any Interest Period for any Euro-Currency Eurocurrency Borrowing, : (i) the Administrative Agent is advised by the Majority Banks having 50% that deposits in dollars or more of euros (in the aggregate applicable amounts) are not being offered to such Banks in the relevant market for such principal amount of and Interest Period; or (ii) the Commitments Majority Banks advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency)Rate, as determined by the Administrative Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Eurocurrency Loans in dollars or euros, as applicable, for such Interest Period, ; the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Banks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist (which the Administrative Agent agrees to do promptly after such circumstances no longer exist), (i) each Eurocurrency Loan denominated in dollars will automatically, on the last day of the then existing Interest Period therefor, convert into an ABR Loan, (ii) each Eurocurrency Loan denominated in euros shall be prepaid by the applicable Borrower or exchanged into an Equivalent amount of dollars and converted into an ABR Loan and (iii) the obligations of the Banks to make Euro-Currency make, or to convert or continue, Eurocurrency Loans in the affected currency shall be suspended. Unless the Borrower or any Additional relevant Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of (x) any Fixed Rate Eurocurrency Borrowing denominated in dollars for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (a) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, an ABR Borrowing or (by) if such Fixed Rate Borrowing is a Money Market LIBOR any Eurocurrency Borrowing denominated in Dollars, the Money Market LIBOR Loans comprising euros for which a Notice of Borrowing has previously been given that it elects not to borrow on such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currencydate, such Borrowing shall not instead be madeexchanged into an Equivalent amount of dollars and converted into a ABR Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Fixed Rate Borrowing: (a) the Administrative Agent is advised by the Euro-Currency Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency)Rate, as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Euro‑Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro‑Dollar Loans or to continue or convert outstanding Loans as or into Euro-Currency Dollar Loans shall be suspendedsuspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsEuro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency BorrowingLoan or Competitive Bid LIBOR Loan: (a) the Administrative Agent is advised by the Reference Banks that deposits in the relevant currency (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, Banks or (b) in the case of Euro-Currency Loans, Lenders having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Currency Loans in the relevant currency for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Currency Loans in the relevant currency or to continue or convert outstanding Loans as or into Euro-Currency Loans in the relevant currency, as the case may be, shall be suspended. Unless , (ii) each outstanding Euro-Currency Loan shall be prepaid (or in the Borrower or any Additional case of an affected Loan denominated in dollars, converted into a Base Rate Loan) on the last day of the then current Interest Period applicable thereto, (iii) unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing denominated in dollars for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ax) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsDollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (by) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing denominated in DollarsBorrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (civ) if such Fixed Rate Borrowing was to any request for a Committed Alternative Currency Loan shall be denominated in a Foreign Currency, such Borrowing shall not be madeineffective.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency BorrowingDollar Borrowing or Money Market LIBOR Loan: (a) the Administrative Agent determines in good faith that deposits in dollars (in the applicable amounts) are not being offered in the relevant market for such Interest Period, or (b) Banks having 50% or more of the aggregate amount of the applicable Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency)Euro-Dollar Rate, as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to each such Banks Bank of funding their its Euro-Currency Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Currency Dollar Loans shall be suspended. Unless In such event, (a) unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of (i) any Fixed Rate Euro-Dollar Borrowing denominated in Dollars for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (a) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, or (bii) if such Fixed Rate Borrowing is a any Money Market LIBOR Borrowing denominated in Dollarsfor which a Notice of Money Market Borrowing has previously been given, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day day, and (cb) if such Fixed Rate any Notice of Borrowing was to be for a Euro-Dollar Borrowing denominated in a Foreign Currencyan Alternate Currency shall be ineffective. For purposes of Section 8.1(b), in determining whether the Euro-Dollar Rate, as determined by Administrative Agent, will not adequately and fairly reflect the cost to any Bank of funding its Euro-Dollar Loans for such Interest Period, such Borrowing shall not determination will be madebased solely on the ability of such Bank to obtain matching funds in the London interbank market at a reasonably equivalent rate.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency BorrowingDollar Loan or Competitive Bid LIBOR Loan: (a) the Servicing Agent is advised by the Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) in the case of a Euro-Dollar Loan, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Servicing Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency)Rate, as determined by the Administrative Servicing Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Dollar Loans for such Interest Period, the Administrative Servicing Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Servicing Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Currency Dollar Loans, or to continue to convert outstanding Loans as or into Euro-Dollar Loans shall be suspendedsuspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower notifies the Administrative Servicing Agent at least two Domestic Business Days before on or prior to the date first day of any Fixed Rate Interest Period of any affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate affected Borrowing is a Committed Borrowing denominated in DollarsEuro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate affected Borrowing is a Money Market Competitive Bid LIBOR Borrowing denominated in DollarsBorrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency Fixed Rate Borrowing: (a) the Administrative Agent determines that the London Interbank Offered Rate is not available in the manner set forth in the definition of London Interbank Offered Rate for any such Interest Period (each such Interest Period an “Affected Interest Period”), or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent in writing that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency)Rate, as determined by the Administrative Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Euro‑Dollar Loans for such Interest Period, in either the case of clause (a) or clause (b) above, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro‑Dollar Loans or to continue or convert outstanding Loans as or into Euro-Currency Dollar Loans shall be suspendedsuspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsEuro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any CD Loan, Euro-Currency –Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent is advised by the Reference Bank that deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank in the relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency)Rate, as the case may be, as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Currency Loans –Dollar Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Currency –Dollar Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro–Dollar Loans, as the case may be, shall be suspendedsuspended and (ii) each outstanding CD Loan or Euro–Dollar Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to to, borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsBorrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate plus the Base Margin for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency Fixed Rate Borrowing: (a) the Agent is advised by the Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency)Rate, as the case may be, as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Currency Loans Dollar Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Currency Dollar Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro-Dollar Loans, as the case may be, shall be suspendedsuspended and (ii) each outstanding CD Loan or Euro-Dollar Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsBorrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Fixed Rate Borrowing: (a) the Agent is advised by the Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) the Agent determines (which determination shall be conclusive) that by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the interest rate for Euro-Currency Dollar Loans for such Interest Period; or (c) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency)Rate, as the case may be, as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Currency Loans Dollar Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make CD Loans or Euro-Currency Loans Dollar Loans, as the case may be, shall be suspended. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsBorrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. (a) If on or prior to the first day of any Interest Period for any Euro-Currency Dollar Borrowing: (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Interest Period (including, without limitation, because the LIBO Screen Rate is not available or published on a current basis), or (ii) the Required Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered LIBO Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Dollar Loans for such Interest Period, then the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Banks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Currency Dollar Loans shall be suspended. Unless the Borrower or any Additional Borrower Company notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Fixed Rate Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (a) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, . (b) if If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such Fixed circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(ii) have not arisen but the supervisor for the administrator of the LIBO Screen Rate or a governmental authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Company shall endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then-prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin). Notwithstanding anything to the contrary in Section 10.05, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Domestic Business Days of the date notice of such alternate rate of interest is provided to the Banks, a written notice from the Required Banks stating that such Required Banks object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 8.01(b), only to the extent the LIBO Screen Rate for Dollars such Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that requests the conversion of any Borrowing is to, or continuation of any Borrowing as, a Money Market LIBOR Borrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Euro-Dollar Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day be ineffective and (cy) if such Fixed Rate any Borrowing was to be denominated in Request requests a Foreign CurrencyEuro-Dollar Borrowing, such Borrowing shall not be mademade as a Base Rate Borrowing; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency BorrowingEurocurrency Loan: the Administrative Agent determines (which determination shall be conclusive) that by reason of circumstances affecting the relevant market, Banks adequate and reasonable means do not exist for ascertaining the applicable Eurocurrency Rate for the applicable currency for such Interest Period; or in the case of Eurocurrency Loans, Lenders having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Applicable Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Currency Eurocurrency Loans in the applicable currency for such Interest Period, ; the Administrative Agent shall forthwith give notice thereof to Caxxxxxxx xnd the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that Caxxxxxxx xhat the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Currency Eurocurrency Loans, or to continue or convert outstanding Loans as or into Eurocurrency Loans, in the affected currency shall be suspendedsuspended and (ii) each outstanding Eurocurrency Loan in the affected currency shall be converted (in the case of an Alternative Currency Loan, at the then Dollar Equivalent) into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Eurocurrency Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (a) if such Fixed Rate Eurocurrency Borrowing is a Committed Borrowing denominated in DollarsSyndicated Borrowing, such Borrowing shall instead be made in Dollars as a Base Rate Borrowing in the same aggregate Dollar Amount as the requested Borrowing, (b) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be made.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise Euribor Borrowing the Administrative Agent determines in good faith that the Adjusted London Interbank Offered Rate deposits in Euros (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, will applicable amounts) are not adequately and fairly reflect being offered in the cost to such Banks of funding their Euro-Currency Loans relevant market for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Currency Euribor Loans shall be suspended. Unless In such event unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic on or before the second (2nd) Euribor Business Days before Day before, but excluding, the date of any Fixed Rate Euribor Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (a) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate BorrowingBorrowing (unless any Bank has previously advised the Administrative Agent and Borrower that it is unable to make a Base Rate Loan and such notice has not been withdrawn, (b) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in Dollarswhich event the Administrative Agent shall determine in good faith the appropriate rate of interest after consultation with the Borrower and the Banks). If, at any time, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day obligations of the Interest Period applicable thereto at Banks to make Euribor Loans shall be suspended pursuant to the terms of this Section 8.1, with respect to any Bank that has previously notified the Administrative Agent and Borrower that it is unable to make a Base Rate Loan which notice has not been withdrawn, Borrower shall have the right, upon five (5) Business Day’s notice to the Administrative Agent, to either (x) cause a bank, reasonably acceptable to the Administrative Agent, to offer to purchase the Commitments of such Bank for an amount equal to such Bank’s outstanding Loans and to become a Bank hereunder, or to obtain the agreement of one or more existing Banks to offer to purchase the Commitments of such Bank for such day amount, which offer such Bank is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Bank, together with interest and (c) if all other amounts due thereon, upon which event, such Fixed Rate Borrowing was Bank’s Commitment shall be deemed to be denominated in a Foreign Currency, such Borrowing shall not be madecanceled pursuant to Section 2.11(f).

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency Fixed Rate Borrowing: (a) the Agent is advised by the Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or the London Interbank Offered Rate (in respect of Dollars or any Foreign Currency)Rate, as the case may be, as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Currency Loans Dollar Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Borrowers and the Banks, whereupon until the Administrative Agent notifies the Borrower Borrowers that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make CD Loans or Euro-Currency Loans Dollar Loans, as the case may be, shall be suspended. Unless the Borrower or any Additional a Borrower notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsBorrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Fixed Rate Loans: (a) the Administrative Agent is advised by the Euro-Currency BorrowingDollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, or (b) in the case of Euro-Dollar Loans, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Banks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Currency Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, shall be suspendedsuspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower Company notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsEuro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing denominated in DollarsBorrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency Yen LIBOR Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent determines in good faith that the Adjusted London Interbank Offered Rate deposits in Yen (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, will applicable amounts) are not adequately and fairly reflect being offered in the cost to such Banks of funding their Euro-Currency Loans relevant market for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Prologis and the BanksLenders, whereupon until the Administrative Agent notifies Prologis and the Borrower Lenders that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks Lenders to make Euro-Currency Yen LIBOR Loans shall be suspended. Unless In such event, unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic on or before the second Business Days before Day before, but excluding, the date of any Fixed Rate Yen LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (a) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowingbear interest at the Substitute Rate. If, (b) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in Dollarsat any time, the Money Market obligations of the Lenders to make Yen LIBOR Loans comprising shall be suspended pursuant to the terms of this Section 8.1, with respect to any Lender that has previously notified Administrative Agent and Borrower that it is unable to make a Substitute Rate Loan which notice has not been withdrawn, Prologis shall have the right, upon five Business Days’ notice to Administrative Agent, to either (x) cause a bank, reasonably acceptable to Administrative Agent, to offer to purchase the Loans of such Borrowing shall bear interest Lender for each day from an amount equal to such Lender’s outstanding Loans and including to become a Lender hereunder, or to obtain the first day agreement of one or more existing Lenders to but excluding offer to purchase the last day Loans of the Interest Period applicable thereto at the Base Rate such Lender for such day amount, which offer such Lender is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Lender, together with interest and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeall other amounts due thereon.

Basis for Determining Interest Rate Inadequate or Unfair. If Reference Successor Rate. If, on or prior to the first day of any Interest Period for any Euro-Currency Term Benchmark Borrowing, : (i) the Administrative Agent is advised by the Majority Banks having 50% or more of that deposits in euros (in the aggregate applicable amounts) are not being offered to such Banks in the relevant market for such principal amount of and Interest Period; or (ii) the Commitments Majority Banks advise the Administrative Agent that the Adjusted London Interbank Offered Term SOFR Reference Rate or the EURIBO Rate (in respect of Dollars or any Foreign Currencyas applicable), as determined by the Administrative Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Term Benchmark Loans in dollars or euros, as applicable, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Banks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist (which the Administrative Agent agrees to do promptly after such circumstances no longer exist), (i) each Term Benchmark Loan denominated in dollars will automatically, on the last day of the then existing Interest Period therefor, convert into an ABR Loan, (ii) each Term Benchmark Loan denominated in euros shall be prepaid by the applicable Borrower or exchanged into an Equivalent amount of dollars and converted into an ABR Loan and (iii) the obligations of the Banks to make Euro-Currency make, or to convert or continue, Term Benchmark Loans in the affected currency shall be suspended. Unless the Borrower or any Additional relevant Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of (x) any Fixed Rate Term Benchmark Borrowing denominated in dollars for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (a) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, an ABR Borrowing or (by) if such Fixed Rate Borrowing is a Money Market LIBOR any Term Benchmark Borrowing denominated in Dollars, the Money Market LIBOR Loans comprising euros for which a Notice of Borrowing has previously been given that it elects not to borrow on such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currencydate, such Borrowing shall not instead be madeexchanged into an Equivalent amount of dollars and converted into an ABR Borrowing.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to before the first day of any Interest Period for any CD Loans, Euro-Currency BorrowingDollar Loans or Money Market LIBOR Loan: (a) the Administrative Agent is advised by the Reference Banks that deposits in dollars in the applicable amounts are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) in the case of CD Loans or Euro-Dollar Loans, Banks having at least 50% or more of the in aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or the London Interbank Offered Rate (in respect of Dollars or any Foreign Currency)Rate, as the case may be, as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Currency Loans Dollar Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Borrowers and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Currency Dollar Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro-Dollar Loans, as the case may be, shall be suspendedsuspended and (ii) each outstanding CD Loan or Euro-Dollar Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate affected Borrowing is a Committed CD Borrowing denominated in Dollarsor Euro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate affected Borrowing is a Money Market LIBOR Borrowing denominated in DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency Fixed Rate Borrowing: (a) the Administrative Agent determines that the London Interbank Offered Rate is not available in the manner set forth in the definition of London Interbank Offered Rate for any such Interest Period (each such Interest Period an “Affected Interest Period”), or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent in writing that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency)Rate, as determined by the Administrative Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Dollar Loans for such Interest Period, in either the case of clause (a) or clause (b) above, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Currency Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspendedsuspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsEuro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in DollarsBorrowing, the Money Market LIBOR Loans comprising (y) in the case of any Bank, at its address, email address or telecopier number set forth in its Administrative Questionnaire or (z) in the case of any other party, such Borrowing other address, email address or telecopier number as such party may hereafter specify for the purpose by notice to the Administrative Agent and the Borrower. Each such notice, request, direction, consent, approval or other communication shall bear interest for each day from be effective (i) if given by facsimile transmission or other electronic submission, when such facsimile transmission or other electronic submission is transmitted to the facsimile number or email address specified in this Section and including the first day to but excluding the last day of the Interest Period applicable thereto receipt is confirmed or (iiiii) if given by any other means, when delivered or received at the Base Rate for such day address specified in this Section; provided that (A) notices to the Administrative Agent under Article 2 or Article 8 shall also be confirmed by telephone call and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeeffective until received and (B) any communications deemed received hereunder must have been received during the recipient’s normal business hours; provided, however, that any communication that is not received during the recipient’s normal business hours on a particular Domestic Business Day, shall be deemed to be received on the immediately following Domestic Business Day.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency BorrowingDollar Borrowing or Money Market LIBOR Loan: (a) the Administrative Agent is advised by the Reference Bank that the Euro-Dollar Reference Bank has determined in good faith that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Bank in the relevant market for such Interest Period, or (b) Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency)Rate, as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks Bank of funding their its Euro-Currency Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Currency Dollar Loans shall be suspended. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of (i) any Fixed Rate Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (a) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, or (bii) if such Fixed Rate Borrowing is a any Money Market LIBOR Borrowing denominated in Dollarsfor which a Notice of Money Market Borrowing has previously been given, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day day. For purposes of this Section 8.1(b), in determining whether the Adjusted London Interbank Offered Rate, as determined by Administrative Agent, will not adequately and (c) if fairly reflect the cost to any Bank of funding its Euro-Dollar Loans for such Fixed Rate Borrowing was to be denominated in a Foreign CurrencyInterest Period, such Borrowing shall not determination will be madebased solely on the ability of such Bank to obtain matching funds in the London interbank market at a reasonably equivalent rate.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency BorrowingEurodollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent is advised by the Reference Lenders that deposits in Dollars (in the applicable amounts) are not being offered by the Reference Lenders in the relevant market for such Interest Period, Banks or (b) in the case of Revolving Credit Loans, Lenders having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Eurodollar Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Currency Eurodollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks Lenders to make Euro-Currency make, convert Loans into or continue Loans as, as the case may be, Eurodollar Loans shall be suspended, and any Loan that was to be converted into, or continued as, a Eurodollar Loan for such Interest Period shall, instead, be continued as, or converted into, a Base Rate Loan on the first day of such Interest Period. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date first day of any Fixed Rate Borrowing such Interest Period in respect of any requested Eurodollar Loan or Money Market LIBOR Loan for which a Notice of Revolving Credit Borrowing or Notice of Money Market Borrowing, as the case may be, has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing requested Loan is a Committed Borrowing denominated in DollarsEurodollar Loan, such Borrowing Loan shall instead be made as a Base Rate Borrowing, Loan and (bii) if such Fixed Rate Borrowing requested Loan is a Money Market LIBOR Borrowing denominated in DollarsLoan, the such Money Market LIBOR Loans comprising such Borrowing Loan shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the rate applicable to Base Rate Loans for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency Borrowingor Competitive Bid LIBOR Loan: (a) the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining (including, without limitation, by means of an Interpolated Rate) the London Interbank Offered Rate for such Interest Period, or (b) the Administrative Agent is advised by the Reference Banks that deposits in the relevant currency (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (c) in the case of Euro-Currency Loans, Lenders having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Currency Loans in the relevant currency for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Currency Loans or to continue or convert outstanding Loans into Euro-Currency Loans, shall be suspended. Unless , (ii) each outstanding Euro-Currency Loan shall be prepaid (or in the Borrower or any Additional case of an affected Loan denominated in dollars, converted into a Base Rate Loan) on the last day of the then current Interest Period applicable thereto and (iii) unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing denominated in dollars for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ax) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsLoan Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (by) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing denominated in DollarsLoan Borrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency BorrowingLoan or Money Market LIBOR Loan: (a) the Agent is advised by the Reference Banks that deposits in the relevant currency (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) in the case of Euro Currency Loans, Banks having holding 50% or more of the aggregate amount of the Commitments affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon whereupon, until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist (which the Agent agrees to do promptly upon such circumstances ceasing to exist), (i) the obligations of the Banks to make Euro-Currency Loans in the relevant currency, or to continue or convert outstanding Loans as or into Euro-Currency Loans in the relevant currency, shall be suspendedsuspended and (ii) each outstanding Euro-Currency Loan in the relevant currency shall be prepaid (or, in the case of a Euro-Dollar Loan, converted into a Base Rate Loan) on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsBorrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing in an equal Dollar Amount and (bii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Fixed Rate Loans: (a) the Administrative Agent is advised by the Euro-Currency BorrowingReference Banks that deposits in the applicable currency and amounts are not being offered to the Euro-Currency Reference Banks in the relevant market for such Interest Period, Banks or (b) in the case of Euro-Currency Loans, Lenders having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Currency such Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Currency Loans (in the affected currency) or to convert outstanding Loans into Euro-Dollar Loans shall be suspendedsuspended and (ii) each outstanding Euro-Currency Loans shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. In the case of an Alternative Currency-Denominated Loan, such conversion shall be made at the Administrative Agent’s spot buying rate for Dollars against the relevant Alternative Currency as of approximately 11:00 A.M. (London time) on the date of such conversion. Unless the Borrower or any Additional Borrower Company notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it the relevant Borrower elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsBorrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing in the same Dollar Amount as the requested Borrowing and (bii) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing denominated in DollarsBorrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall be made in Dollars in the same aggregate Dollar Amount as the requested Borrowing and bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any CD Loan, Euro-Currency –Dollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent is advised by the Reference Bank that deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank in the relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency)Rate, as the case may be, as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Currency Loans –Dollar Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Carlisle and the Banks, whereupon until the Administrative Agent notifies the Borrower Carlisle that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make CD Loans or Euro-Currency –Dollar Loans, as the case may be, or to continue or convert outstanding Loans as or into CD Loans or Euro–Dollar Loans, as the case may be, shall be suspendedsuspended and (ii) each outstanding CD Loan or Euro–Dollar Loan, as the case may be, shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower Carlisle notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to to, borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsBorrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate plus the Base Margin for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If In the case of Eurodollar Rate Loans, if on or prior to the first day of any Interest Period Period: (a) the Administrative Agent is unable to obtain a quotation for any Euro-Currency Borrowingthe London Interbank Offered Rate as contemplated by Section 2.5, Banks having 50% or more of or (b) the aggregate amount of the Commitments Majority Lenders advise the Administrative Agent that as a result of changes arising after the Adjusted date of this Agreement the London Interbank Offered Rate (they have determined, in respect their commercially reasonable judgment, that a material disruption to LIBOR or a change in the methodology of Dollars calculating LIBOR has occurred or any Foreign Currency), the Majority Lenders advise the Administrative Agent that as a result of changes arising after the date of this Agreement the London Interbank Offered Rate as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding or maintaining their Euro-Currency Eurodollar Rate Loans for such Interest Period, in each case the Administrative Agent shall forthwith give notice thereof (by telephone confirmed in writing) to the Borrower Borrower, the Lenders and the BanksCollateral Agent, whereupon until the Administrative Agent notifies the Borrower and the Collateral Agent that the circumstances giving rise to such suspension no longer exist, the obligations (if any) of the Banks Lenders to make Euro-Currency Eurodollar Rate Loans shall be suspended, except in the case of Eurodollar Rate Loans required to fund Exposure Amounts; provided that such Lenders shall instead fund Base Rate Loans (or in the case of outstanding Loans, such Loans will be converted to Base Rate Loans at the end of such Interest Period), which Base Rate Loans shall convert to Eurodollar Rate Loans immediately upon the cessation of such circumstances. Unless the Borrower or If at any Additional Borrower notifies time the Administrative Agent at least two Domestic Business Days before or the Borrower reasonably determines that (A) (i) the circumstances set forth in clause (b) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (b) have not arisen but the supervisor for the administrator (of any) of LIBOR or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date of any Fixed Rate Borrowing after which LIBOR shall no longer be used for which a Notice of Borrowing has previously been given that it elects not to borrow on determining interest rates for loans (either such date, (a) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars“LIBOR Termination Date”), such Borrowing shall instead be made as a Base Rate Borrowing, or (b) if a rate other than LIBOR has become a widely recognized benchmark rate for newly originated loans in Dollars in the U.S. market, then the Administrative Agent may (in consultation with the Borrower) choose a replacement index for LIBOR and make adjustments to applicable margins and related amendments to this Agreement as referred to below such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in Dollarsthat, to the extent practicable, the Money Market all-in interest rate based on the replacement index will be substantially equivalent to the all-in LIBOR-based interest rate in effect prior to its replacement. The Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect the replacement index, the adjusted margins and such other related amendments as may be appropriate, in the discretion of the Administrative Agent, for the implementation and administration of the replacement index-based rate. Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation, Section 12.5), such amendment shall become effective without any further action or consent of any other party to this Agreement at 5:00 p.m. New York City time on the 10th Business Day after the date a draft of the amendment is provided to the Lenders, unless the Administrative Agent receives, on or before such 10th Business Day, a written notice from the Required Lenders stating that such Lenders object to such amendment. Selection of the replacement index, adjustments to the applicable margins, and amendments to this Agreement (i) will be determined with due consideration to the then-current market practices for determining and implementing a rate of interest for newly originated loans in the United States, loans converted from a LIBOR-based rate to a replacement index-based rate and consistent with market practices in the market for collateralized loan obligations, and (ii) may also reflect adjustments, to the extent consistent with market practices in the collateralized loan obligations market, to account for (x) the effects of the transition from LIBOR Loans comprising such Borrowing shall to the replacement index and (y) yield- or risk-based differences between LIBOR and the replacement index. Any selection of the replacement index, adjustments to the applicable margins, and amendments to this Agreement will be after consultation and agreement of the Borrower, which agreement will not be unreasonably withheld or delayed. Until an amendment reflecting a new replacement index in accordance with this Section 11.1 is effective, each advance, conversion and renewal of a Loan will continue to bear interest for each day from with reference to LIBOR; provided however, that if the Administrative Agent determines (which determination shall be final and including conclusive, absent manifest error) that a LIBOR Termination Date has occurred, then following the first day to but excluding the last day of the Interest Period applicable thereto LIBOR Termination Date, all Loans shall accrue interest at the Alternative Base Rate for plus the Applicable Margin until such day time as an amendment reflecting a replacement index and (c) related matters as described above is implemented. Notwithstanding anything to the contrary contained herein, if at any time the replacement index is less than zero, at such Fixed Rate Borrowing was times, such index shall be deemed to be denominated in a Foreign Currency, such Borrowing shall not be madezero for purposes of this Agreement.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency BorrowingDollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, Banks or (b) in the case of a Group of Euro-Dollar Loans, Lenders having 50% or more of the aggregate principal amount of the Commitments such Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Currency such Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make or maintain Euro-Currency Dollar Loans shall be suspendedsuspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Euro-Dollar Borrowing or Money Market LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsEuro- Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Fixed Rate Loans: (a) the Administrative Agent is advised by the Euro-Currency BorrowingDollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, or (b) in the case of Euro-Dollar Loans, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Banks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Currency Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, shall be suspendedsuspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower Company notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsEuro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing denominated in DollarsBorrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency BorrowingEurodollar Loan: (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that by reason of circumstances affecting the relevant market, Banks adequate and reasonable means do not exist for ascertaining the applicable Eurodollar Rate for such Interest Period; or (ii) Lenders having 50% or more of the aggregate amount of the Revolving Commitments, Term Loan Commitments, or Term Loans, as applicable (or the aggregate outstanding principal balance of the Revolving Loans if the Revolving Commitments have expired or terminated) advise the Administrative Agent that the interest rate applicable to Eurodollar Loans as provided for in the definition of Adjusted London Interbank Offered Eurodollar Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Currency Eurodollar Loans for such Interest Period, ; the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banksrelevant Lenders, whereupon whereupon, until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Currency Eurodollar Loans, or to continue or convert outstanding Loans as or into Eurodollar Loans, shall be suspendedsuspended and (ii) each outstanding Eurodollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Eurodollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (a) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, (b) if such Fixed Rate Borrowing is a Money Market LIBOR in the same aggregate amount as the requested Borrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing and shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the rate applicable to Base Rate Loans for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency BorrowingLoan or Competitive Bid LIBOR Loan: (a) the Administrative Agent is advised by the Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, Banks or (b) in the case of Euro-Currency Loans, Lenders having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Currency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Currency Loans (in the affected currency) or to continue or convert outstanding Loans as or into Euro-Currency Loans (in the affected currency) shall be suspendedsuspended and (ii) each outstanding Euro-Currency Loan (in the affected currency) shall be prepaid (or, in the case of a Dollar-Denominated Loan, converted into a Base Rate Loan) on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsSyndicated Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing in an equal Dollar Amount and (bii) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing denominated in DollarsBorrowing, then the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency Eurocurrency Rate Advance: (a) the Administrative Agent determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “Eurocurrency Rate” are not being provided in the relevant amounts; or (b) in the case of a Borrowing, Banks Lenders having 50% or more of the aggregate amount of the Commitments under a Facility advise the Administrative Agent that the Adjusted London Interbank Offered Eurocurrency Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Currency Loans Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Borrowers and the BanksLenders, whereupon (A) the Borrower of such Eurocurrency Rate Advances will, on the last day of the then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in US Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of US Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Administrative Agent notifies shall notify the Borrower Borrowers and the Lenders that the circumstances giving rise to causing such suspension no longer exist; provided that, if the circumstances set forth in clause (b) above are applicable, the obligations of the Banks applicable Borrower may elect, by notice to make Euro-Currency Loans shall be suspended. Unless the Borrower or any Additional Borrower notifies the Administrative Agent and the Lenders, to continue such Advances in such Committed Currency for Interest Periods of one month, which Advances shall thereafter bear interest at least two Domestic a rate per annum equal to the Eurocurrency Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender shall certify its cost of funds for each Interest Period to the Administrative Agent and such Borrower as soon as practicable (but in any event not later than ten Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (a) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, (b) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including after the first day to but excluding the last day of the such Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madePeriod).

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency Yen LIBORTIBOR Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent determines in good faith that the Adjusted London Interbank Offered Rate deposits in Yen (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, will applicable amounts) are not adequately and fairly reflect being offered in the cost to such Banks of funding their Euro-Currency Loans relevant market for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Prologis and the BanksLenders, whereupon until the Administrative Agent notifies Prologis and the Borrower Lenders that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks Lenders to make Euro-Currency or continue Yen LIBORTIBOR Loans for the affected Interest Period shall be suspended. Unless In such event, unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic on or before the second Business Days before Day before, but excluding, the date of any Fixed Rate Yen LIBORTIBOR Borrowing for which a Notice of Borrowing or a Notice of Interest Rate Election has previously been given that it elects not to borrow on revoke such date, (a) if such Fixed Notice of Borrowing or Notice of Interest Rate Borrowing is a Committed Borrowing denominated in DollarsElection, such Borrowing shall instead bear interest at the Substitute Rate. If, at any time, the obligations of the Lenders to make Yen LIBORTIBOR Loans shall be made suspended pursuant to the terms of this Section 8.1, with respect to any Lender that has previously notified Administrative Agent and Borrower that it is unable to make a Substitute Rate Loan which notice has not been withdrawn, Prologis shall have the right, upon five Business Days’ notice to Administrative Agent, to either (x) cause a Qualified Institution, reasonably acceptable to Administrative Agent, to offer to purchase the Loans of such Lender for an amount equal to such Lender’s outstanding Loans and to become a Lender hereunder, or to obtain the agreement of one or more existing Lenders to offer to purchase the Loans of such Lender for such amount, which offer such Lender is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Lender, together with interest and all other amounts due thereon. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Majority Lenders notify Administrative Agent (with, in the case of the Majority Lenders, a copy to the Borrower) that the Borrower or the Majority Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining Yen LIBORTIBOR for any requested Interest Period, including, without limitation, because the Yen LIBORTIBOR Screen Rate is not available or published on a Base Rate Borrowingcurrent basis and such circumstances are unlikely to be temporary, or (b) if the administrator of the Yen LIBORTIBOR Screen Rate or a Governmental Authority having jurisdiction over Administrative Agent has made a public statement identifying a specific date after which Yen LIBORTIBOR or the Yen LIBORTIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of Loans (such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in Dollarsspecific date, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and “Scheduled Unavailability Date”), or (c) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace Yen LIBORTIBOR, then, reasonably promptly after such determination by Administrative Agent or receipt by Administrative Agent of such notice, as applicable, Administrative Agent, Prologis and the Borrower may amend this Agreement to replace the Yen LIBORTIBOR Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if such Fixed Rate Borrowing was any) incorporated therein), giving due consideration to be any evolving or then existing convention for similar syndicated credit facilities denominated in Yen for such alternative benchmarks (any such proposed rate, a Foreign Currency“Successor Rate”), together with any proposed Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after Administrative Agent shall have posted such proposed amendment to all Lenders, Prologis and the Borrower unless, prior to such time, Lenders comprising the Majority Lenders have delivered to Administrative Agent written notice that such Majority Lenders do not accept such amendment. Such Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by Administrative Agent in consultation with the Borrower. If no Successor Rate has been determined and the circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurred (as applicable), Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Yen LIBORTIBOR Loans shall be suspended (to the extent of the affected Interest Periods). Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Yen LIBORTIBOR Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Substitute Rate Loans in the amount specified therein. Notwithstanding anything else herein, any definition of Successor Rate shall not provide that in no event shall such Successor Rate be madeless than zero for purposes of this Agreement.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency BorrowingDollar Loans or Competitive Bid LIBOR Loans: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the London Interbank Offered Rate, as applicable, for such Interest Period, or (b) in the case of Euro-Dollar Loans, the Required Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Currency Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, shall be suspendedsuspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsEuro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing denominated in DollarsBorrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Borrowers and the Banks, whereupon until the Administrative Agent notifies the Borrower Borrowers that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Currency Loans shall be suspended. Unless the either Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (a) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, (b) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day day, and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be made.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Borrowing comprised of Euro-Currency Dollar Loans or Money Market Loans: (a) the Agent is advised by the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Borrower, and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Currency Dollar Loans shall be suspended. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing of Euro-Dollar Loans or Money Market Loans for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing of Euro-Dollar Loans or Money Market Loans is a Committed Borrowing denominated in DollarsBorrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate Borrowing of Euro-Dollar Loans or Money Market Loans is a Money Market LIBOR Borrowing denominated in DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency Fixed Rate Borrowing: (a) the Administrative Agent is advised by the Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period (and Required Banks have not advised the Administrative Agent in writing to the contrary), or (b) Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to of such Banks of funding their Euro-Currency Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Currency Dollar Loans shall be suspended. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsBorrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency Fixed Rate Borrowing: (a) the Agent is advised by the Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or the London Interbank Offered Rate (in respect of Dollars or any Foreign Currency)Rate, as the case may be, as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Currency Loans Dollar Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make CD Loans or Euro-Currency Loans Dollar Loans, as the case may be, shall be suspended. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsBorrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Fixed Rate Loans: (a) the Administrative Agent is advised by the Euro-Currency BorrowingDollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, or (b) in the case of Euro-Dollar Loans, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Banks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Currency Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, shall be suspendedsuspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower Company notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsEuro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing denominated in DollarsBorrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday. Section 8.02.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Fixed Rate Loan: (a) the Administrative Agent is advised by the Euro-Currency Dollar Reference Lenders that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Lenders in the relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks Lenders having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Currency Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer existexist (which notice the Administrative Agent shall deliver immediately upon its becoming aware thereof), (i) the obligations of the Banks Lenders to make Euro-Currency Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspendedsuspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsBorrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If If: (a) the Lender determines (which determination shall be binding and conclusive on or prior to the first day Borrower) that by reason of any Interest Period circumstances affecting the interbank LIBOR market adequate and reasonable means do not exist for any Euro-Currency Borrowing, Banks having 50% or more of ascertaining the aggregate amount of applicable LIBOR; or (b) the Commitments advise Lender advises the Administrative Agent Borrower that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, LIBOR will not adequately and fairly reflect the cost to such Banks the Lender of maintaining or funding their Euro-Currency LIBOR Loans for such Interest Period (taking into account any amount to which the Lender may be entitled under Section 8.1) or that the making or funding of LIBOR Loans has become impracticable as a result of an event occurring after the date of this Agreement that in the opinion of Lender materially affects such Loans; then the Lender shall promptly notify the Borrower thereof and, so long as such circumstances shall continue, (i) the Lender shall be under no obligation to make any LIBOR Loans and (ii) on the last day of the current Interest Period for each LIBOR Loan, such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Notwithstanding the foregoing or any other provisions of this Agreement to the contrary, if at any time the Lender determines (which Lender determination shall be conclusive absent demonstrable error), or the Borrower notifies the Lender that the Borrower has determined, that (i) the circumstances set forth in clause (a) above have arisen and such circumstances are unlikely to be temporary, (ii) the circumstances set forth in clause (a) above have not arisen but the supervisor for the administrator of the London interbank offered rate or a Governmental Authority having jurisdiction over the Lender has made a public statement identifying a specific date after which such rate shall no longer be used for determining interest rates for loans, or (iii) loan agreements currently being executed, or that include language similar to that contained in this Section are being executed or amended (as applicable), to incorporate or adopt a new benchmark interest rate to replace such rate, then the Lender and the Borrower shall endeavor to establish an alternate rate of interest to the London interbank offered rate for purposes of the Loan Documents that gives due consideration to the then prevailing market convention for determining a rate of interest for loans in the United States at such time, and shall enter into an amendment to this Agreement and the other Loan Documents, as applicable, to reflect such alternate rate of interest and such other related changes to this Agreement and the other Loan Documents as may be applicable (including, without limitation, implementation of a Benchmark Replacement Adjustment); provided that, if such alternate rate of interest shall be less than 0.50%, such rate shall be deemed to be 0.50%. As used herein, "Benchmark Replacement Adjustment" means, with respect to any replacement of the London interbank offered rate with a new benchmark rate for each applicable Interest Period, the Administrative Agent shall forthwith give notice thereof spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected by the Lender and the Borrower giving due consideration to (x) any selection or recommendation of a spread adjustment, or method for calculating or determining such ​ ​ spread adjustment, for the replacement of the London interbank offered rate with the applicable new benchmark rate by the relevant Governmental Authority or (y) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the London interbank offered rate with the applicable new benchmark rate for U.S. Dollar-denominated credit facilities at such time. Notwithstanding anything to the Borrower and contrary in Section 15.1, such amendment shall become effective without any further action or consent of any other party to this Agreement. Until an alternate rate of interest shall be determined in accordance with this paragraph (but, in the Banks, whereupon until the Administrative Agent notifies the Borrower that case of the circumstances giving rise described in clause (ii) or clause (iii), only to the extent the applicable London interbank offered rate is not available or published at such suspension no longer existtime on a current basis), the obligations (A) any purported conversion of the Banks to make Euro-Currency Loans any Loan to, or continuation of any Loan as, a LIBOR Loan shall be suspended. Unless the Borrower or ineffective, (B) if any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (a) if such Fixed Rate Borrowing is requests a Committed Borrowing denominated in DollarsLIBOR Loan, such Borrowing Loan shall instead be made as a Base Rate Borrowing, Loan and (bC) if such Fixed each outstanding LIBOR Loan shall convert to a Base Rate Borrowing is a Money Market LIBOR Borrowing denominated in Dollars, Loan at the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day end of the Interest Period applicable thereto at in which the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated circumstances described in a Foreign Currency, such Borrowing shall not be madethe first sentence of this paragraph have occurred.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency BorrowingLoan: (a) the Administrative Agent determines that adequate and fair means do not exist for determining the Adjusted LIBO Rate for such Interest Period, Banks or (b) Lenders having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered LIBO Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Currency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Currency Loans, or to continue or convert outstanding Loans as or into Euro-Currency Loans, in the affected currency shall be suspendedsuspended and (ii) each outstanding Euro-Currency Loan in the affected currency shall be converted (in the case of an Alternative Currency Loan, at the Spot Rate) into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (a) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made in Dollars as a Base Rate Borrowing in the same aggregate Dollar Amount as the requested Borrowing, (b) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be made.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency Fixed Rate Borrowing: 51 (a) the Agent is advised by the Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or the London Interbank Offered Rate (in respect of Dollars or any Foreign Currency)Rate, as the case may be, as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Currency Loans Dollar Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make CD Loans or Euro-Currency Loans Dollar Loans, as the case may be, shall be suspended. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsBorrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency Spread Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate for such Interest Period, or (b) Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Eurocurrency Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, for such Interest Period will not adequately and fairly reflect the cost to of such Banks of funding their Euro-Currency Spread Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Currency Spread Loans shall be suspended. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Spread Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Spread Borrowing is a Committed Euro-Dollar Borrowing denominated in Dollarsor a Committed Alternate Currency Borrowing, such Borrowing shall instead be made as a Committed Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate Spread Borrowing is a Money Market LIBOR Borrowing denominated in DollarsMargin Auction Borrowing, the Money Market LIBOR Margin Auction Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency Fixed Rate Borrowing: (a) the Agent is advised by the Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency)Rate, as the case may be, as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make CD Loans or Euro-Currency Loans Dollar Loans, as the case may be, shall be suspended. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsBorrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on with respect to any Interest Period: (a) deposits in dollars (in the applicable amounts) are not being offered to any one or prior more Lenders in the relevant market for such Interest Period, or (b) any Lender determines that the LIBOR Rate as determined pursuant to the first day of any Interest Period for any Euro-Currency Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, definition thereof will not adequately and fairly reflect the cost to such Banks Lender of maintaining or funding their Euro-Currency the LIBOR Loans for such Interest Period, the Administrative Agent such Lender shall forthwith give notice thereof to the Borrower Company, XxXxxxx Electronics and XxXxxxx Acquisition which notice shall set forth in detail the Banksbasis for such notice, whereupon until the Administrative Agent such Lender notifies the Borrower Company, XxXxxxx Electronics and XxXxxxx Acquisition that the circumstances giving rise to such suspension no longer exist, (i) the obligations LIBOR Rate shall not be available to the Company, XxXxxxx Electronics or XxXxxxx Acquisition as an interest rate option on any Loans made by such Lender to the Company, XxXxxxx Electronics or XxXxxxx Acquisition, (ii) all of the Banks then outstanding Revolving Credit LIBOR Loans made by such Lender shall automatically convert to make Euro-Currency Loans shall be suspended. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (a) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Revolving Credit Base Rate Borrowing, (b) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding on the last day of the then current Interest Period applicable thereto at to each such Revolving Credit LIBOR Loan and (iii) all of the then outstanding Term LIBOR Loans made by such Lender shall automatically convert to Term Base Rate for Loans on the last day of the then current Interest Period applicable to each such day Term LIBOR Loan. Interest accrued on each such LIBOR Loan prior to any such conversion shall be due and (c) if payable on the date of such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeconversion together with any funding losses and other amounts due under Section 2.16.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Fixed Rate Loans: (a) the Administrative Agent is advised by the Euro-Currency BorrowingDollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, or (b) in the case of Euro-Dollar Loans, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Banks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Currency Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, shall be suspendedsuspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower Company notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsEuro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing denominated in DollarsBorrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be made.day. 38

Basis for Determining Interest Rate Inadequate or Unfair. If In the case of SOFR Loans, if on or prior to the first day of any Interest Period for any Euro-Currency Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Loans for such Interest Period, the Administrative Agent determines in a commercially reasonable manner (which determination shall forthwith give be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, the Administrative Agent will promptly so notify the Borrower, the Services Provider and each Lender. Upon notice thereof by the Administrative Agent to the Borrower and the BanksServices Provider, whereupon any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent notifies (with respect to clause (b), at the instruction of the Majority Lenders) revokes such notice. Upon receipt of such notice, (i) the Borrower that may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the circumstances giving rise to such suspension no longer existextent of the affected SOFR Loans or affected Interest Periods) or, failing that, the obligations Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the end of the Banks applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to make Euro-Currency Section 2.9. Subject to Section 11.6, if the Administrative Agent determines in a commercially reasonable manner (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Loans shall be suspended. Unless the Borrower or any Additional Borrower notifies determined by the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not without reference to borrow on such date, (a) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, (b) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and clause (c) if of the definition of “Alternate Base Rate” until the Administrative Agent revokes such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madedetermination.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency Borrowing: (a) deposits (in the applicable currency and amount) are not being offered by the Administrative Agent in the relevant market for such Interest Period, Banks or (b) Lenders having 50% or more a majority of the aggregate principal amount of the Commitments affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Currency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the affected Borrower (specifying in reasonable detail, in the case of an event referred to in clause (b) above, the information relating thereto received by the Administrative Agent from the Lenders) and the BanksLenders, whereupon until the Administrative Agent notifies the such Borrower that the circumstances giving rise to such suspension no longer existexist (which it shall promptly do when it determines that such circumstances have ceased to exist or, in the case of clause (b) of this Section 10.01, when the Administrative Agent is so notified by Lenders having at least a majority of the related Commitments, as specified above), (i) the obligations of the Banks Lenders to make the affected Euro-Currency Loans, or to continue or convert outstanding Loans as or into the affected Euro-Currency Loans shall be suspendedsuspended and (ii) each outstanding affected Euro-Currency Loan shall be prepaid (or, in the case of a Dollar-Denominated Loan, converted into a Base Rate Loan) on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic one Business Days Day before the date of any Fixed Rate Borrowing of Syndicated Loans for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (a) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, (b) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madean equal Dollar Amount.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency BorrowingEuro‑Currency Loan: (a) the Administrative Agent determines that adequate and fair means do not exist for determining the applicable London Interbank Offered Rate for such Interest Period, Banks or (b) Lenders having more than 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Currency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the BanksLenders, whereupon whereupon, until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer existexist (which the Administrative Agent shall do promptly after becoming aware thereof), (i) the obligations of the Banks Lenders to make Euro‑Currency Loans in the relevant currency, or to continue or convert outstanding Loans as or into Euro-Currency Loans in the relevant currency, shall be suspendedsuspended and (ii) each outstanding Euro-Currency Loan in the relevant currency shall be prepaid (or, in the case of a Euro-Dollar Loan, converted into a Base Rate Loan) on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Fixed Rate Euro-Currency Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (a) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, (b) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madean equal Dollar Amount.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Fixed Rate Loan: (a) the Administrative Agent is advised by the Euro-Currency Dollar Reference Lenders that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Lenders in the relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments Required Lenders advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Currency Dollar Loans for such Interest Period, then, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer existexist (which notice the Administrative Agent shall deliver immediately upon its becoming aware thereof), (i) any Notice of Committed Borrowing requesting a Euro-Dollar Loan shall be made as a Base Rate Loan and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the obligations last day of the Banks to make Euro-Currency Loans shall be suspendedthen current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsBorrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency BorrowingEurocurrency Loan: (a) the Agent is advised by Lenders having 50% or more of the aggregate amount of the Commitments that deposits in dollars (in the applicable amounts) are not being offered to such Lenders in the relevant market for such Interest Period, Banks or (b) in the case of Eurocurrency Loans, Lenders having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency)Eurocurrency Rate, as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Currency Eurocurrency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Currency Eurocurrency Loans or to continue or convert outstanding Loans as or into Eurocurrency Loans shall be suspendedsuspended and (ii) each outstanding Eurocurrency Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing Eurocurrency Advance for which a Borrowing Notice of Borrowing has previously been given that it elects not to borrow on such date, date (ax) if such Fixed Rate Borrowing Eurocurrency Advance is a Committed Borrowing denominated in DollarsRatable Advance, such Borrowing Advance shall instead be made as a Base Rate Borrowing, Advance and (by) if such Fixed Rate Borrowing Eurocurrency Advance is a Money Market LIBOR Borrowing denominated in DollarsEurocurrency Bid Rate Advance, the Money Market LIBOR Eurocurrency Bid Rate Loans comprising such Borrowing Advance shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Alternate Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency Yen LIBOR Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent determines in good faith that the Adjusted London Interbank Offered Rate deposits in Yen (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, will applicable amounts) are not adequately and fairly reflect being offered in the cost to such Banks of funding their Euro-Currency Loans relevant market for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Prologis and the Banks, whereupon until the Administrative Agent notifies Prologis and the Borrower Banks that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Currency Yen LIBOR Loans shall be suspended. Unless In such event, unless the Borrower or any Additional applicable Borrower notifies the Administrative Agent at least two Domestic on or before the second Business Days before Day before, but excluding, the date of any Fixed Rate Yen LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (a) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate BorrowingBorrowing (unless any Bank has previously advised Administrative Agent and Borrower that it is unable to make a Base Rate Loan and such notice has not been withdrawn, (b) if in which event Administrative Agent shall determine in good faith the appropriate rate of interest after consultation with Borrower and such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in DollarsBank). If, at any time, the Money Market obligations of the Banks to make Yen LIBOR Loans comprising such Borrowing shall bear interest for each day from be suspended pursuant to the terms of this Section 8.1, with respect to any Bank that has previously notified Administrative Agent and including the first day Borrower that it is unable to but excluding the last day of the Interest Period applicable thereto at the make a Base Rate Loan which notice has not been withdrawn, Prologis shall have the right, upon five Business Day’s notice to Administrative Agent, to either (x) cause a bank, reasonably acceptable to Administrative Agent, to offer to purchase the Commitments of such Bank for an amount equal to such Bank’s outstanding Loans and to become a Bank hereunder, or to obtain the agreement of one or more existing Banks to offer to purchase the Commitments of such Bank for such day amount, which offer such Bank is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Bank, together with interest and (c) if all other amounts due thereon, upon which event, such Fixed Rate Borrowing was Bank’s Commitment shall be deemed to be denominated in a Foreign Currency, such Borrowing shall not be madecanceled pursuant to Section 2.9(e).

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency Fixed Rate Borrowing: (a) the Administrative Agent is advised by the Required Lenders that deposits in Dollars and in the required amounts are not being offered to the Lenders in the relevant market for such Interest Period, or (b) in the case of a Committed Borrowing, Banks Lenders having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency)Rate, as determined by the Administrative Agent, will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Currency Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks Lenders to make Euro-Currency Dollar Loans shall be suspended. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsBorrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the rate applicable to Base Rate Loans for such day and (c) if such Fixed Rate Borrowing was day. The Administrative Agent shall promptly notify the Lenders of any election by the Borrower pursuant to be denominated in a Foreign Currency, such Borrowing shall not be madethe preceding sentence.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency BorrowingLoan or Competitive Bid LiBOR Loan: (a) the Administrative Agent determines that adequate and fair means do not exist for determining the Adjusted LIBO Rate for such Interest Period, or (b) in the case of Euro-Currency Loans, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered XXXX Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Currency Loans, or to continue or convert outstanding Loans as or into Euro-Currency Loans, in the affected currency shall be suspendedsuspended and (ii) each outstanding Euro-Currency Loan in the affected currency shall be converted (in the case of an Alternative Currency Loan, at the Spot Rate) into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsSyndicated Borrowing, such Borrowing shall instead be made in Dollars as a Base Rate Borrowing, Borrowing in the same aggregate Dollar Amount as the requested Borrowing and (bii) if such Fixed Rate affected Borrowing is a Money Market LIBOR Borrowing denominated in DollarsCompetitive Bid LEBOR Borrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall be made in Dollars in the same aggregate Dollar Amount as the requested Borrowing and shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency BorrowingEurodollar Loan: (i) the Administrative Agent determines (which determination shall be conclusive) that by reason of circumstances affecting the relevant market, Banks adequate and reasonable means do not exist for ascertaining the applicable Eurodollar Rate for such Interest Period; or (ii) Lenders having 50% or more of the aggregate amount of the Revolving Commitments, Delayed Draw Term B Commitments, or Class of Term B Loans, as applicable (or the aggregate outstanding principal balance of the Revolving Loans if the Revolving Commitments have expired or terminated) advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Currency Eurodollar Loans for such Interest Period, ; the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banksrelevant Lenders, whereupon whereupon, until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Currency Eurodollar Loans, or to continue or convert outstanding Loans as or into Eurodollar Loans, shall be suspendedsuspended and (ii) each outstanding Eurodollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Eurodollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (a) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, (b) if such Fixed Rate Borrowing is a Money Market LIBOR in the same aggregate amount as the requested Borrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing and shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the rate applicable to Base Rate Loans of the relevant Class for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency LIBOR Borrowing or a Base Rate Borrowing as to which the interest rate is determined with reference to LIBOR or a conversion or continuation thereof: (a) the Administrative Agent shall determine deposits in dollars (in the applicable amounts) are not being offered to banks in the London interbank Eurodollar market for such Interest Period, (b) the Administrative Agent shall determine that reasonable and adequate means do not exist for ascertaining the LIBOR Rate for such Interest Period for such Borrowing, Banks or (c) Lenders having 5051% or more of the aggregate amount of the Revolving Commitments advise the Administrative Agent that the Adjusted London Interbank Offered LIBOR Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding or maintaining their Euro-Currency LIBOR Loans or Base Rate Loans as to which the interest rate is determined by reference to LIBOR for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks Lenders to make Euro-Currency LIBOR Loans and the right of the Borrower to covert any Loan or to continue any Loan as a LIBOR Borrowing shall be suspended. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (a) if any such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such LIBOR Borrowing shall instead be made as a Base Rate Borrowing, Loan as to which the interest rate is not determined by reference to LIBOR. With respect to (bi) if such Fixed then outstanding LIBOR Rate Borrowing is a Money Market LIBOR Borrowing denominated in DollarsLoans, the Money Market Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Loans comprising such Borrowing shall bear Rate Loan together with accrued interest for each day from and including the first day to but excluding thereon, on the last day of the then current Interest Period applicable thereto at to such LIBOR Rate Loan, or (B) convert the then outstanding principal amount of each such LIBOR Rate Loan to a Base Rate for Loan as to which the interest rate is not determined by reference to LIBOR on the last day of such Interest Period; or (ii) with respect to then outstanding Base Rate Loans as to which the interest rate is determined by reference to LIBOR, the Borrower shall convert the then outstanding principal amount of each such Loan to a Base Rate Loan as to which the interest rate is not determined by reference to LIBOR as of the last day and (c) if of such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeInterest Period.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Spread Borrowing: (a) the Administrative Agent is advised by the Reference Banks that deposits in the applicable Agreement Currency Borrowing(in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period (and Required Banks have not advised the Administrative Agent in writing to the contrary), or (b) Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Eurocurrency Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, for such Interest Period will not adequately and fairly reflect the cost to of such Banks of funding their Euro-Currency Spread Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Currency Spread Loans shall be suspended. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Spread Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Spread Borrowing is a Committed Euro-Dollar Borrowing denominated in Dollarsor a Committed Alternate Currency Borrowing, such Borrowing shall instead be made as a Committed Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate Spread Borrowing is a Money Market LIBOR Borrowing denominated in DollarsMargin Auction Borrowing, the Money Market LIBOR Margin Auction Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency Eurocurrency Rate Advance or LIBO Rate Advance: (a) the Administrative Agent determines, which determination shall be conclusive, that quotations of interest rates for the relevant deposits referred to in the definition of “Eurocurrency Rate” are not being provided in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for Fixed Rate Advances as provided herein; or (b) in the case of a Committed Borrowing, Banks Lenders having 50% or more of the aggregate amount of the Commitments under a Facility advise the Administrative Agent that the Adjusted London Interbank Offered Eurocurrency Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Currency Loans Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Borrowers and the BanksLenders, whereupon (A) the Borrower of such Eurocurrency Rate Advances will, on the last day of the then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in US Dollars, either (x) prepay such Advances or (y) Convert such Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of US Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Lenders to make, or to Convert Committed Advances into, Eurocurrency Rate Advances shall be suspended until the Administrative Agent notifies shall notify the Borrower Borrowers and the Lenders that the circumstances giving rise to causing such suspension no longer exist; provided that, if the circumstances set forth in clause (b) above are applicable, the obligations of the Banks applicable Borrower may elect, by notice to make Euro-Currency Loans shall be suspended. Unless the Borrower or any Additional Borrower notifies the Administrative Agent and the Lenders, to continue such Advances in such Committed Currency for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at least two Domestic a rate per annum equal to the Eurocurrency Margin plus, for each Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever means it reasonably determines to be appropriate. Each Lender NYDOCS02/1166703 81 shall certify its cost of funds for each Interest Period to the Administrative Agent and such Borrower as soon as practicable (but in any event not later than ten Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (a) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, (b) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including after the first day to but excluding the last day of the such Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madePeriod).

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Fixed Rate Loans: (a) the Agent determines that (i) deposits in dollars (in the applicable amounts) are not generally available in the relevant market for such Interest Period or (ii) reasonable means do not exist for ascertaining the Euro-Currency BorrowingDollar Rate, Banks or (b) in the case of Euro-Dollar Loans, Lenders having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Currency Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Currency Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, shall be suspendedsuspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower Company notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsEuro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing denominated in DollarsBorrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. 8.1.1 If on or prior to the first day of any Interest Period for any Euro-Currency Yen LIBORTIBOR Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent determines in good faith that the Adjusted London Interbank Offered Rate deposits in Yen (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, will applicable amounts) are not adequately and fairly reflect being offered in the cost to such Banks of funding their Euro-Currency Loans relevant market for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Prologis and the BanksLenders, whereupon until the Administrative Agent notifies Prologis and the Borrower Lenders that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks Lenders to make Euro-Currency Yen LIBORTIBOR Loans shall be suspended. Unless In such event, unless the Borrower or any Additional applicable Borrower notifies the Administrative Agent at least two Domestic on or before the second Business Days before Day before, but excluding, the date of any Fixed Rate Yen LIBORTIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (a) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate BorrowingBorrowing (unless any Lender has previously advised Administrative Agent and the Borrowers that it is unable to make a Base Rate Loan and such notice has not been withdrawn, in which event Administrative Agent shall determine in good faith the appropriate rate of interest after consultation with the applicable Borrower and such Lender). If, at any time, the obligations of the Lenders to make Yen LIBORTIBOR Loans shall be suspended pursuant to the terms of this Section 8.1.1, with respect to any Lender that has previously notified Administrative Agent and the Borrowers that it is unable to make a Base Rate Loan which notice has not been withdrawn, Prologis shall have the right, upon five Business Days’ notice to Administrative Agent, to either (x) cause a bank, reasonably acceptable to Administrative Agent, to offer to purchase the Commitments of such Lender for an amount equal to such Lender’s outstanding Loans and to become a Lender hereunder, or to obtain the agreement of one or more existing Lenders to offer to purchase the Commitments of such Lender for such amount, which offer such Lender is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Lender, together with interest and all other amounts due thereon, upon which event, such Lender’s Commitment shall be deemed to be canceled pursuant to Section 2.9(d). 8.1.2 Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or Prologis or the Majority Lenders notify the Administrative Agent (with, in the case of the Majority Lenders, a copy to Prologis) that Prologis or Majority Lenders (as applicable) have determined that: (a) adequate and reasonable means do not exist for ascertaining Yen LIBORTIBOR for any requested Interest Period applicable to a Loan, including, without limitation, because the Yen LIBORTIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or (b) if the administrator of the Yen LIBORTIBOR Screen Rate or a Governmental Authority having jurisdiction over Administrative Agent has made a public statement identifying a specific date after which Yen LIBORTIBOR or the Yen LIBORTIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans in a Borrowing (such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in Dollarsspecific date, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and “Scheduled Unavailability Date”), or (c) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace Yen LIBORTIBOR, then, reasonably promptly after such determination by Administrative Agent or receipt by Administrative Agent of such notice, as applicable, Administrative Agent and Prologis may amend this Agreement to replace Yen LIBORTIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if such Fixed Rate Borrowing was any) incorporated therein), giving due consideration to be any evolving or then existing convention for similar syndicated credit facilities denominated in the applicable currency for such alternative benchmarks (any such proposed rate, a Foreign Currency“Successor Rate”), together with any proposed Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after Administrative Agent shall have posted such proposed amendment to all Lenders and Prologis unless, prior to such time, Lenders comprising the Majority Lenders have delivered to Administrative Agent written notice that such Majority Lenders do not accept such amendment. Such Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by Administrative Agent in consultation with Prologis. If no Successor Rate has been determined and the circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurred (as applicable), Administrative Agent will promptly so notify Prologis and each Lender. Thereafter, the obligation of the Lenders to make or maintain Yen LIBORTIBOR Loans shall be suspended, (to the extent of the affected Yen LIBORTIBOR Loans or Interest Periods). Upon receipt of such notice, the applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Yen LIBORTIBOR Loans in or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. Notwithstanding anything else herein, any definition of Successor Rate shall not provide that in no event shall such Successor Rate be made.less than zero for purposes of this Agreement. As used above:

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency BorrowingDollar Borrowing or Money Market LIBOR Loan: (a) the Administrative Agent determines in good faith that deposits in dollars (in the applicable amounts) are not being offered in the relevant market for such Interest Period, or (b) Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency)Euro-Dollar Rate, as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to each such Banks Bank of funding their its Euro-Currency Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Currency Dollar Loans shall be suspended. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of (i) any Fixed Rate Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (a) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, or (bii) if such Fixed Rate Borrowing is a any Money Market LIBOR Borrowing denominated in Dollarsfor which a Notice of Money Market Borrowing has previously been given, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day day. For purposes of Section 8.1(b), in determining whether the Euro-Dollar Rate, as determined by Administrative Agent, will not adequately and (c) if fairly reflect the cost to any Bank of funding its Euro-Dollar Loans for such Fixed Rate Borrowing was to be denominated in a Foreign CurrencyInterest Period, such Borrowing shall not determination will be madebased solely on the ability of such Bank to obtain matching funds in the London interbank market at a reasonably equivalent rate.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency Dollar Borrowing or Money Market Borrowing: (a) the Lead Agent is advised by the Reference Bank that deposits in dollars (in the applicable amounts) are not being offered to the Reference Bank in the relevant market for such Interest Period, or (b) Banks having 50% or more of the aggregate amount of the Commitments affected Loans advise the Administrative Lead Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Lead Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Dollar Loans for such Interest Period, the Administrative Lead Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Lead Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Currency Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended, and each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower notifies the Administrative Lead Agent at least two Domestic Business Days before the date of any Fixed Rate Euro- Dollar Borrowing or Money Market LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsBorrowing, such Borrowing shall instead be made as a Base Rate Borrowing, and (bii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency BorrowingDollar Borrowing or Money Market LIBOR Loan: (a) the Administrative Agent determines in good faith that deposits in dollars (in the applicable amounts) are not being offered in the relevant market for such Interest Period, or (b) Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency)Euro-Dollar Rate, as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to each such Banks Bank of funding their its Euro-Currency Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Currency Dollar Loans shall be suspended. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of (I) any Fixed Rate Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (a) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, or (bii) if such Fixed Rate Borrowing is a any Money Market LIBOR Borrowing denominated in Dollarsfor which a Notice of Money Market Borrowing has previously been given, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day day. For purposes of Section 8.1(b), in determining whether the Euro-Dollar Rate, as determined by Administrative Agent, will not adequately and (c) if fairly reflect the cost to any Bank of funding its Euro-Dollar Loans for such Fixed Rate Borrowing was to be denominated in a Foreign CurrencyInterest Period, such Borrowing shall not determination will be madebased solely on the ability of such Bank to obtain matching funds in the London interbank market at a reasonably equivalent rate.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency BorrowingDollar Loan or Money Market LIBOR Loan: (a) the Agent is advised by the Reference Banks that deposits in the applicable currency (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or (b) in the case of Euro-Dollar Loans, Banks having 50% or more of the aggregate principal amount of the Commitments affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Currency Dollar Loans or to convert outstanding Loans into or continue outstanding Loans as Euro-Dollar Loans shall be suspendedsuspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsBorrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate plus the Applicable Rate for Base Rate Loans for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency Yen LIBOR Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent determines in good faith that the Adjusted London Interbank Offered Rate deposits in Yen (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, will applicable amounts) are not adequately and fairly reflect being offered in the cost to such Banks of funding their Euro-Currency Loans relevant market for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower AMB LP and the Banks, whereupon until the Administrative Agent notifies AMB LP and the Borrower Banks that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Currency Yen LIBOR Loans shall be suspended. Unless In such event, unless the Borrower or any Additional applicable Borrower notifies the Administrative Agent at least two Domestic on or before the second (2nd) Business Days before Day before, but excluding, the date of any Fixed Rate Yen LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (a) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate BorrowingBorrowing (unless any Bank has previously advised the Administrative Agent and Borrower that it is unable to make a Base Rate Loan and such notice has not been withdrawn, (b) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in Dollarswhich event the Administrative Agent shall determine in good faith the appropriate rate of interest after consultation with the Borrower and the Banks). If, at any time, the Money Market obligations of the Banks to make Yen LIBOR Loans comprising such Borrowing shall bear interest for each day from be suspended pursuant to the terms of this Section 8.1, with respect to any Bank that has previously notified the Administrative Agent and including the first day Borrower that it is unable to but excluding the last day of the Interest Period applicable thereto at the make a Base Rate Loan which notice has not been withdrawn, AMB LP shall have the right, upon five (5) Business Day’s notice to the Administrative Agent, to either (x) cause a bank, reasonably acceptable to the Administrative Agent, to offer to purchase the Commitments of such Bank for an amount equal to such Bank’s outstanding Loans and to become a Bank hereunder, or to obtain the agreement of one or more existing Banks to offer to purchase the Commitments of such Bank for such day amount, which offer such Bank is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Bank, together with interest and (c) if all other amounts due thereon, upon which event, such Fixed Rate Borrowing was Bank’s Commitment shall be deemed to be denominated in a Foreign Currency, such Borrowing shall not be madecanceled pursuant to Section 2.11(c).

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency Fixed Rate Borrowing: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Interest Period, or (b) the Required Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered LIBO Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Fixed Rate Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Banks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Currency Fixed Rate Loans shall be suspended. Unless the Borrower or any Additional Borrower Company notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsBorrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency Fixed Rate Borrowing: (a) the Agent is advised by the Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, or 27009/304/CA/ca.96.364.comp Draft of: 02/11/98 4:31pm (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted CD Rate or the London Interbank Offered Rate (in respect of Dollars or any Foreign Currency)Rate, as the case may be, as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks of funding their CD Loans or Euro-Currency Loans Dollar Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Borrowers and the Banks, whereupon until the Administrative Agent notifies the Borrower Borrowers that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make CD Loans or Euro-Currency Loans Dollar Loans, as the case may be, shall be suspended. Unless the Borrower or any Additional a Borrower notifies the Administrative Agent at least two one Domestic Business Days Day before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsBorrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency BorrowingDollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent is advised by the Euro-Dollar Reference Banks that deposits in dollars (in the applicable amounts) are not being offered to the Euro-Dollar Reference Banks in the relevant market for such Interest Period, or (b) in the case of Euro-Dollar Loans, Banks having 50% or more of the aggregate principal amount of the Commitments affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency)Rate, as the case may be, as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Loans Dollar Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Banks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Currency Dollar Loans, or to continue such Loans for an additional Interest Period, or to convert outstanding Loans into Euro-Dollar Loans, shall be suspendedsuspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate affected Borrowing is a Committed Borrowing denominated in DollarsEuro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate affected Borrowing is a Money Market LIBOR Borrowing denominated in DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Borrowers and the Banks, whereupon until the Administrative Agent notifies the Borrower Borrowers that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Currency Loans shall be suspended. Unless the any Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (a) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, (b) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be made.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency Yen LIBOR Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent determines in good faith that the Adjusted London Interbank Offered Rate deposits in Yen (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, will applicable amounts) are not adequately and fairly reflect being offered in the cost to such Banks of funding their Euro-Currency Loans relevant market for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Prologis and the BanksLenders, whereupon until the Administrative Agent notifies Prologis and the Borrower Lenders that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks Lenders to make Euro-Currency or continue Yen LIBOR Loans for the affected Interest Period shall be suspended. Unless In such event, unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic on or before the second Business Days before Day before, but excluding, the date of any Fixed Rate Yen LIBOR Borrowing for which a Notice of Borrowing or a Notice of Interest Rate Election has previously been given that it elects not to borrow on revoke such date, (a) if such Fixed Notice of Borrowing or Notice of Interest Rate Borrowing is a Committed Borrowing denominated in DollarsElection, such Borrowing shall instead bear interest at the Substitute Rate. If, at any time, the obligations of the Lenders to make Yen LIBOR Loans shall be made suspended pursuant to the terms of this Section 8.1, with respect to any Lender that has previously notified Administrative Agent and Borrower that it is unable to make a Substitute Rate Loan which notice has not been withdrawn, Prologis shall have the right, upon five Business Days’ notice to Administrative Agent, to either (x) cause a Qualified Institution, reasonably acceptable to Administrative Agent, to offer to purchase the Loans of such Lender for an amount equal to such Lender’s outstanding Loans and to become a Lender hereunder, or to obtain the agreement of one or more existing Lenders to offer to purchase the Loans of such Lender for such amount, which offer such Lender is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Lender, together with interest and all other amounts due thereon. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Majority Lenders notify Administrative Agent (with, in the case of the Majority Lenders, a copy to the Borrower) that the Borrower or the Majority Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining Yen LIBOR for any requested Interest Period, including, without limitation, because the Yen LIBOR Screen Rate is not available or published on a Base Rate Borrowingcurrent basis and such circumstances are unlikely to be temporary, or (b) if the administrator of the Yen LIBOR Screen Rate or a Governmental Authority having jurisdiction over Administrative Agent has made a public statement identifying a specific date after which Yen LIBOR or the Yen LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of Loans (such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in Dollarsspecific date, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and “Scheduled Unavailability Date”), or (c) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace Yen LIBOR, then, reasonably promptly after such determination by Administrative Agent or receipt by Administrative Agent of such notice, as applicable, Administrative Agent, Prologis and the Borrower may amend this Agreement to replace the Yen LIBOR Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if such Fixed Rate Borrowing was any) incorporated therein), giving due consideration to be any evolving or then existing convention for similar syndicated credit facilities denominated in Yen for such alternative benchmarks (any such proposed rate, a Foreign Currency“Successor Rate”), together with any proposed Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after Administrative Agent shall have posted such proposed amendment to all Lenders, Prologis and the Borrower unless, prior to such time, Lenders comprising the Majority Lenders have delivered to Administrative Agent written notice that such Majority Lenders do not accept such amendment. Such Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by Administrative Agent in consultation with the Borrower. If no Successor Rate has been determined and the circumstances under clause (a) above exist or the Scheduled Unavailability Date has occurred (as applicable), Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Yen LIBOR Loans shall be suspended (to the extent of the affected Interest Periods). Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Yen LIBOR Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Substitute Rate Loans in the amount specified therein. Notwithstanding anything else herein, any definition of Successor Rate shall not provide that in no event shall such Successor Rate be madeless than zero for purposes of this Agreement.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency BorrowingDollar Loan or Money Market LIBOR Loan: (a) the Administrative Agent reasonably determines that for any reason deposits in dollars are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Euro-Dollar Rate Loan or Money Market LIBOR Loan, or adequate and reasonable means do not exist for determining the Adjusted London Interbank Offered Rate for any requested Interest Period with respect to a proposed Euro-Dollar Loan, or (b) in the case of Euro-Dollar Loans, Banks having 50% or more of the aggregate principal amount of the Commitments affected Loans advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency)Rate, as the case may be, as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Loans Dollar Loans, as the case may be, for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Company and the Banks, whereupon until the Administrative Agent notifies the Borrower Company that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Currency Dollar Loans, or to continue such Loans for an additional Interest Period, or to convert outstanding Loans into Euro-Dollar Loans, shall be suspendedsuspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate affected Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate affected Borrowing is a Committed Borrowing denominated in DollarsEuro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate affected Borrowing is a Money Market LIBOR Borrowing denominated in DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency BorrowingDollar Loan or Competitive Bid LIBOR Loan: (a) the Administrative Agent is advised by the Reference Banks that deposits in the relevant currency (in the applicable amounts) are not being offered to the Reference Banks in the relevant market for such Interest Period, Banks or (b) in the case of Euro-Dollar Loans, Lenders having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Currency Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Currency Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans, as the case may be, shall be suspended. Unless , (ii) each outstanding Euro-Dollar Loan shall be prepaid (or in the Borrower or any Additional case of an affected Loan denominated in dollars, converted into a Base Rate Loan) on the last day of the then current Interest Period applicable thereto, and (iii) unless the Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ax) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsBorrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (by) if such Fixed Rate Borrowing is a Money Market Competitive Bid LIBOR Borrowing denominated in DollarsBorrowing, the Money Market Competitive Bid LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. (a) If on or prior to the first day of any Interest Period for any Euro-Currency Borrowing, (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted London Interbank Offered Rate or the London Interbank Offered Rate, as applicable, including because the LIBO Screen Rate is not available or published on a current basis, for the applicable currency and such Interest Period or (ii) Banks having more than 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency)the London Interbank Offered Rate, as applicable and as determined by the Administrative Agent, for the applicable currency and such Interest Period will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Borrowers and the Banks, whereupon until the Administrative Agent notifies the Borrower Borrowers that the circumstances giving rise to such suspension notice no longer exist, the obligations of the Banks to make Euro-Currency Loans shall be suspended. Unless the any Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ax) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, (by) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (cz) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be made. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrowers shall endeavor to establish an alternate rate of interest to the London Interbank Offered Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 9.5, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Domestic Business Days of the date notice of such alternate rate of interest is provided to the Banks, a written notice from the Banks having more than 50% of the aggregate amount of the Commitments stating that such Banks object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 8.1(b), only to the extent the LIBO Screen Rate for the applicable currency and such Interest Period is not available or published at such time on a current basis), unless any Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (x) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, (y) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the earlier of (I) the last day of the Interest Period applicable thereto at the Base Rate for such day and (II) the day on which the Administrative Agent shall notify the applicable Borrower and the Banks that the circumstances causing such suspension no longer exist and (z) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be made.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Fixed Rate Borrowing: (a) the Administrative Agent is advised by the Euro-Currency Dollar Reference Banks that the London Interbank Offered Rate is not available in the manner set forth in the definition of London Interbank Offered Rate for such Interest Period, or (b) in the case of a Committed Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency)Rate, as determined by the Administrative Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Dollar Loans for such Interest Period, (NY) 27011/233/CA/JPM.CA.doc the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks to make Euro-Currency Dollar Loans or to continue or convert outstanding Loans as or into Euro-Dollar Loans shall be suspendedsuspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (ai) if such Fixed Rate Borrowing is a Committed Borrowing denominated in DollarsEuro-Dollar Borrowing, such Borrowing shall instead be made as a Base Rate Borrowing, Borrowing and (bii) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in DollarsBorrowing, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be madeday.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency Yen LIBOR Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent determines in good faith that the Adjusted London Interbank Offered Rate deposits in Yen (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, will applicable amounts) are not adequately and fairly reflect being offered in the cost to such Banks of funding their Euro-Currency Loans relevant market for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower Prologis and the Banks, whereupon until the Administrative Agent notifies Prologis and the Borrower Banks that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Currency Yen LIBOR Loans shall be suspended. Unless In such event, unless the Borrower or any Additional applicable Borrower notifies the Administrative Agent at least two Domestic on or before the second (2nd) Business Days before Day before, but excluding, the date of any Fixed Rate Yen LIBOR Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (a) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate BorrowingBorrowing (unless any Bank has previously advised Administrative Agent and Borrower that it is unable to make a Base Rate Loan and such notice has not been withdrawn, (b) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in Dollarswhich event Administrative Agent shall determine in good faith the appropriate rate of interest after consultation with the Borrower and the Banks). If, at any time, the Money Market obligations of the Banks to make Yen LIBOR Loans comprising such Borrowing shall bear interest for each day from be suspended pursuant to the terms of this Section 8.1, with respect to any Bank that has previously notified Administrative Agent and including the first day Borrower that it is unable to but excluding the last day of the Interest Period applicable thereto at the make a Base Rate Loan which notice has not been withdrawn, Prologis shall have the right, upon five (5) Business Day’s notice to Administrative Agent, to either (x) cause a bank, reasonably acceptable to Administrative Agent, to offer to purchase the Commitments of such Bank for an amount equal to such Bank’s outstanding Loans and to become a Bank hereunder, or to obtain the agreement of one or more existing Banks to offer to purchase the Commitments of such Bank for such day amount, which offer such Bank is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Bank, together with interest and (c) if all other amounts due thereon, upon which event, such Fixed Rate Borrowing was Bank’s Commitment shall be deemed to be denominated in a Foreign Currency, such Borrowing shall not be madecanceled pursuant to Section 2.11(e).

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency Borrowing, Banks having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, will not adequately and fairly reflect the cost to such Banks of funding their Euro-Currency Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banks, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, the obligations of the Banks to make Euro-Currency Loans shall be suspended. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (a) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, (b) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day day, and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be made.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency Dollar Borrowing: (a) the Administrative Agent is advised by any Lender that deposits in Dollars (in the applicable amounts) are not being offered to such Lender in the relevant market for such Interest Period, Banks having 50% or more of or (b) the aggregate amount of the Commitments Required Lenders advise the Administrative Agent that the Adjusted London Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Currency Dollar Loans for such Interest Period, the Administrative Agent shall forthwith give notice thereof to the Borrower and the Banksother Lender Parties, whereupon until the Administrative Agent notifies the Borrower that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Currency Dollar Loans, or to continue or convert outstanding Loans as or into Euro-Dollar Loans, shall be suspendedsuspended and (ii) each outstanding Euro-Dollar Loan shall be converted into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Before giving any notice to the Administrative Agent pursuant to this Section 10.01(b), such Lender shall designate a different Euro-Dollar Lending Office if such designation will avoid the need for giving such notice and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given (or upon receipt of notice from the Administrative Agent, if later) that it elects not to borrow on such date, (a) if such Fixed Rate Borrowing is a Committed Borrowing denominated in Dollars, such Borrowing shall instead be made as a Base Rate Borrowing, (b) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be made.

Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Currency BorrowingEurocurrency Loan: (i) the Administrative Agent determines (which determination shall be conclusive) that by reason of circumstances affecting the relevant market, Banks adequate and reasonable means do not exist for ascertaining the applicable Eurocurrency Rate for the applicable currency for such Interest Period; or (ii) in the case of Eurocurrency Loans, Lenders having 50% or more of the aggregate amount of the Commitments advise the Administrative Agent that the Adjusted London Applicable Interbank Offered Rate (in respect of Dollars or any Foreign Currency), as determined by the Administrative Agent, Agent will not adequately and fairly reflect the cost to such Banks Lenders of funding their Euro-Currency Eurocurrency Loans in the applicable currency for such Interest Period, ; the Administrative Agent shall forthwith give notice thereof to the Borrower Cxxxxxxxx and the BanksLenders, whereupon until the Administrative Agent notifies the Borrower Cxxxxxxxx that the circumstances giving rise to such suspension no longer exist, (i) the obligations of the Banks Lenders to make Euro-Currency Eurocurrency Loans, or to continue or convert outstanding Loans as or into Eurocurrency Loans, in the affected currency shall be suspendedsuspended and (ii) each outstanding Eurocurrency Loan in the affected currency shall be converted (in the case of an Alternative Currency Loan, at the then Dollar Equivalent) into a Base Rate Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower or any Additional Borrower notifies the Administrative Agent at least two Domestic Business Days before the date of any Fixed Rate Eurocurrency Borrowing for which a Notice of Borrowing has previously been given that it elects not to borrow on such date, (a) if such Fixed Rate Eurocurrency Borrowing is a Committed Borrowing denominated in DollarsBorrowing, such Borrowing shall instead be made in Dollars as a Base Rate Borrowing in the same aggregate Dollar Amount as the requested Borrowing, (b) if such Fixed Rate Borrowing is a Money Market LIBOR Borrowing denominated in Dollars, the Money Market LIBOR Loans comprising such Borrowing shall bear interest for each day from and including the first day to but excluding the last day of the Interest Period applicable thereto at the Base Rate for such day and (c) if such Fixed Rate Borrowing was to be denominated in a Foreign Currency, such Borrowing shall not be made.