Common use of Determination of Rates Clause in Contracts

Determination of Rates. If, in connection with any request for any Loans or a conversion to or continuation thereof, (i) Global Administrative Agent determines (which determination shall be conclusive absent manifest error) that no Successor Rate for the Relevant Rate for the applicable currency or currencies has been determined in accordance with Section 7.3.2 and the circumstances under clause (a) of Section 7.3.2 or the Scheduled Unavailability Date has occurred with respect to such Relevant Rate (as applicable), (ii) Global Administrative Agent or the applicable Funding Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not otherwise exist for determining the Relevant Rate for the applicable currency or currencies for such existing or proposed Loans for any determination date(s) or Interest Period, as applicable, or (iii) the Tranche Required Lenders or the applicable Funding Agent determine for their Tranche that for any reason the Relevant Rate for the applicable currency or currencies for any determination date(s) or Interest Period, as applicable, does not adequately and fairly reflect the cost to such Lenders of funding such Loans, Global Administrative Agent or the applicable Funding Agent, as applicable, will promptly so notify Prologis, each Borrower in the affected Tranche and each Lender in the affected Tranche. Thereafter, (x) the obligation of Lenders in the affected Tranche to make or maintain Loans or a conversion thereof in the affected currency or currencies or any determination date(s) or Interest Period in the affected Tranche shall be suspended and (y) in the event of a determination described in the preceding sentence with respect to the Daily Simple SOFR Rate component of the Base Rate, the utilization of the Daily Simple SOFR Rate component in determining the Base Rate shall be suspended, in each case until Global Administrative Agent or the applicable Funding Agent, as applicable, revokes such notice. Upon receipt of such notice, the applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of any Loans in the affected currency or currencies or for the affected Interest Period or determination date(s), as applicable or, failing that, will be deemed to: (A) with respect to a request for a Borrowing of, conversion to or continuation of any Loans denominated in Dollars under the U.S. Tranche, have converted such request into a request for a Committed Borrowing of (or a conversion to) Daily Simple SOFR Loans, or to the extent Daily Simple SOFR Rate Loans are affected, to Base Rate Loans in the amount specified therein, (B) with respect to a request for a Borrowing of, conversion to or continuation of any Loans denominated in Euro under the Euro Tranche, have converted such request into a request for a Committed Borrowing of (or a conversion to) Substitute Rate Loans, (C) with respect to a request for a Borrowing of or continuation of any Loans denominated in Yen under the U.S. Tranche or the Euro Tranche, have converted such request into a request for a Committed Borrowing of (or a conversion to) TONAR Rate Loans if TONAR Rate is available and (D) otherwise, with respect to a request for a Borrowing of, conversion to or continuation of any Loans not denominated in the Primary Currency under any Tranche, have converted such request into a request for a Committed Borrowing of or conversion to or continuation of Loans denominated in the Primary Currency under such Tranche in the Foreign Currency Equivalent amount of such Loans. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if Global Administrative Agent determines (which determination shall be conclusive absent manifest error), or Prologis or the Required Lenders notify Global Administrative Agent (with, in the case of the Required Lenders, a copy to Prologis) that Prologis or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining the Relevant Rate for a currency or currencies for a Tranche, including, without limitation, because none of the tenors of such Relevant Rate (including any forward-looking term rate thereof) or the applicable Screen Rate is available or published on a current basis and such circumstances are unlikely to be temporary, or (b) the administrator of the applicable Screen Rate or a Governmental Authority having jurisdiction over such administrator, Global Administrative Agent or the applicable Funding Agent has made a public statement identifying a specific date after which the Relevant Rate for a currency or currencies (including any forward-looking term rate thereof) or the applicable Screen Rate shall no longer be representative or made available, or used for determining the interest rate of loans denominated in such currency or currencies or shall otherwise cease, provided that, in each case, at the time of such statement, there is no successor administrator that is satisfactory to Global Administrative Agent that will continue to provide such representative tenor(s) of the Relevant Rate (the latest date on which all tenors of the Relevant Rate (including any forward-looking term rate thereof) are no longer representative or available permanently or indefinitely, the “Scheduled Unavailability Date”), or (c) syndicated loans currently being executed and agented in the U.S., are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the Relevant Rate for a currency or currencies, or if the events or circumstances of the type described in clause (a), (b) or (c) above have occurred with respect to the Successor Rate then in effect, then, reasonably promptly after such determination by Global Administrative Agent or receipt by Global Administrative Agent of such notice, as applicable, Global Administrative Agent and Prologis may amend this Agreement to replace the Relevant Rate or any then Successor Rate for the affected currency or currencies with an alternate benchmark rate, giving due consideration to any evolving or then existing convention for similar syndicated and agented credit facilities in the U.S. and denominated in the applicable currency for such benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar credit facilities syndicated and agented in the U.S. and denominated in such currency or currencies for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by Global Administrative Agent from time to time in its reasonable discretion with the consent of Prologis and may be periodically updated (any such proposed rate, including for the avoidance of doubt, any adjustment thereto, a “Successor Rate”) and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after Global Administrative Agent shall have posted such proposed amendment to all Lenders, the Funding Agents and Prologis unless, prior to such time, Lenders comprising the Required Lenders have delivered to Global Administrative Agent written notice that such Required 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 Global Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by Global Administrative Agent in consultation with Prologis. Any spread adjustment with respect to a Loan denominated in Sterling that bears interest at a term XXXXX rate with an Interest Period of one month shall be the same spread adjustment, if any, that applies to the Daily Floating Rate Loans denominated in Sterling. Notwithstanding anything else herein, any definition of Successor Rate shall provide that in no event shall such Successor Rate be less than zero for purposes of this Agreement. In connection with the implementation of a Successor Rate, Global Administrative Agent will have the right to make Successor Rate Conforming Changes from time to time following consultation with Prologis and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, Global Administrative Agent shall post each such amendment implementing such Successor Rate Conforming Changes to Prologis and the Lenders reasonably promptly after such amendment becomes effective. As used above:

Determination of Rates. If, If the Tranche Required Lenders determine for their Tranche (other than with respect to the Euro Tranche) that for any reason in connection with any request for any Eurocurrency Rate Loans or a conversion to or continuation thereof, (i) Global Administrative Agent determines (which determination shall be conclusive absent manifest error) thereof that no Successor Rate for the Relevant Rate for the applicable currency or currencies has been determined in accordance with Section 7.3.2 and the circumstances under clause (a) of Section 7.3.2 or deposits are not being offered to banks in the Scheduled Unavailability Date has occurred with respect to applicable interbank market for the currency, amount and Interest Period for such Relevant Rate (as applicable)Loans, (iib) Global Administrative Agent or the applicable Funding Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not otherwise exist for determining the Relevant Eurocurrency Rate for the applicable currency or currencies requested Interest Period for such existing Loans or proposed Loans (c) the Eurocurrency Rate for any determination date(s) or requested Interest Period, as applicable, or (iii) the Tranche Required Lenders or the applicable Funding Agent determine Period for their Tranche that for any reason the Relevant Rate for the applicable currency or currencies for any determination date(s) or Interest Period, as applicable, such Loans does not adequately and fairly reflect the cost to such Lenders of funding such LoansLoans for the requested Interest Period, Global Administrative Agent or the applicable Funding Agent, as applicable, Agent will promptly so notify Prologis, each Borrower in the affected Tranche and each Lender in the affected Tranche. Thereafter, (x) the obligation of such Lenders in the affected Tranche to make or maintain Eurocurrency Rate Loans or a conversion thereof in the affected currency or currencies or any determination date(s) or for the applicable Interest Period in the affected Tranche shall be suspended and until such Funding Agent (y) in upon the event of a determination described in the preceding sentence with respect to the Daily Simple SOFR Rate component instruction of the Base Rate, the utilization of the Daily Simple SOFR Rate component in determining the Base Rate shall be suspended, in each case until Global Administrative Agent or the applicable Funding Agent, as applicable, Tranche Required Lenders) revokes such notice. Upon receipt of such notice, the applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of any Eurocurrency Rate Loans in the affected currency or currencies or for the affected Interest Period or determination date(s), as applicable or, failing that, will be deemed to: (A) with respect to a request for a Borrowing of, conversion to or continuation of any Loans denominated in Dollars under the U.S. Tranche, have converted such request into a request for a Committed Borrowing of (or a conversion to) Daily Simple SOFR Loans, or to the extent Daily Simple SOFR Rate Loans are affected, to Base Rate Loans under the U.S. Tranche or ABR Rate Loans under the Yen Tranche, as applicable, in the amount specified therein, (B) and with respect to a request for a Borrowing of, conversion to or continuation of any Loans denominated in Euro under the Euro Tranche, have converted such request into a request for a Committed Borrowing of (or a conversion to) Substitute Rate Loans, (C) with respect to a request for a Borrowing of or continuation of any Loans denominated in Yen under the U.S. Tranche or and the Euro Yen Tranche, have such Loans shall be converted such request into a request for a Committed Borrowing of (or a conversion to) TONAR Rate Loans if TONAR Rate is available and (D) otherwise, with respect to a request for a Borrowing of, conversion to or continuation of any Loans not denominated in the Primary Currency under any Tranche, have converted such request into a request for a Committed Borrowing of or conversion to or continuation of Loans denominated in the Primary Currency under such Tranche in the Foreign Currency Equivalent amount of such Loans. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if Global Administrative Agent determines (which determination shall be conclusive absent manifest error), or Prologis or the Required Lenders notify Global Administrative Agent (with, in the case of the Required Lenders, a copy to Prologis) that Prologis or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining the Relevant Rate for a currency or currencies for a Tranche, including, without limitation, because none of the tenors of such Relevant Rate (including any forward-looking term rate thereof) or the applicable Screen Rate is available or published on a current basis and such circumstances are unlikely to be temporary, or (b) the administrator of the applicable Screen Rate or a Governmental Authority having jurisdiction over such administrator, Global Administrative Agent or the applicable Funding Agent has made a public statement identifying a specific date after which the Relevant Rate for a currency or currencies (including any forward-looking term rate thereof) or the applicable Screen Rate shall no longer be representative or made available, or used for determining the interest rate of loans denominated in such currency or currencies or shall otherwise cease, provided that, in each case, at the time of such statement, there is no successor administrator that is satisfactory to Global Administrative Agent that will continue to provide such representative tenor(s) of the Relevant Rate (the latest date on which all tenors of the Relevant Rate (including any forward-looking term rate thereof) are no longer representative or available permanently or indefinitely, the “Scheduled Unavailability Date”), or (c) syndicated loans currently being executed and agented in the U.S., are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the Relevant Rate for a currency or currencies, or if the events or circumstances of the type described in clause (a), (b) or (c) above have occurred with respect to the Successor Rate then in effect, then, reasonably promptly after such determination by Global Administrative Agent or receipt by Global Administrative Agent of such notice, as applicable, Global Administrative Agent and Prologis may amend this Agreement to replace the Relevant Rate or any then Successor Rate for the affected currency or currencies with an alternate benchmark rate, giving due consideration to any evolving or then existing convention for similar syndicated and agented credit facilities in the U.S. and denominated in the applicable currency for such benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar credit facilities syndicated and agented in the U.S. and denominated in such currency or currencies for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by Global Administrative Agent from time to time in its reasonable discretion with the consent of Prologis and may be periodically updated (any such proposed rate, including for the avoidance of doubt, any adjustment thereto, a “Successor Rate”) and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after Global Administrative Agent shall have posted such proposed amendment to all Lenders, the Funding Agents and Prologis unless, prior to such time, Lenders comprising the Required Lenders have delivered to Global Administrative Agent written notice that such Required Lenders do not accept such amendment. Such Successor Rate shall be applied in a manner consistent with market practice; provided that Loans to the extent such market practice is Loans are not administratively feasible for Global Administrative Agent, in the Primary Currency of the applicable Tranche at such Successor Rate shall be applied in a manner as otherwise reasonably determined by Global Administrative Agent in consultation with Prologis. Any spread adjustment with respect to a Loan denominated in Sterling that bears interest at a term XXXXX rate with an Interest Period of one month shall be the same spread adjustment, if any, that applies to the Daily Floating Rate Loans denominated in Sterling. Notwithstanding anything else herein, any definition of Successor Rate shall provide that in no event shall such Successor Rate be less than zero for purposes of this Agreement. In connection with the implementation of a Successor Rate, Global Administrative Agent will have the right to make Successor Rate Conforming Changes from time to time following consultation with Prologis and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, Global Administrative Agent shall post each such amendment implementing such Successor Rate Conforming Changes to Prologis and the Lenders reasonably promptly after such amendment becomes effective. As used above:time.

Determination of Rates. If, If the Tranche Required Lenders determine for their Tranche (other than with respect to the Euro Tranche) that for any reason in connection with any request for any Eurocurrency Rate Loans or CDOR Rate Loans or a conversion to or continuation thereof, (i) Global Administrative Agent determines (which determination shall be conclusive absent manifest error) thereof that no Successor Rate for the Relevant Rate for the applicable currency or currencies has been determined in accordance with Section 7.3.2 and the circumstances under clause (a) deposits are not being offered to (or, in the case of Section 7.3.2 or CDOR Rate Loans, banker’s acceptances are not being accepted by) banks in the Scheduled Unavailability Date has occurred with respect to applicable interbank market for the currency, amount and Interest Period for such Relevant Rate (as applicable)Loans, (iib) Global Administrative Agent or the applicable Funding Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not otherwise exist for determining the Relevant Eurocurrency Rate for or the applicable currency or currencies for such existing or proposed Loans for any determination date(s) or Interest PeriodCDOR Rate, as applicable, for the requested Interest Period for such Loans or (iiic) the Tranche Required Lenders Eurocurrency Rate or the applicable Funding Agent determine for their Tranche that for any reason the Relevant Rate for the applicable currency or currencies for any determination date(s) or Interest PeriodCDOR Rate, as applicable, for any requested Interest Period for such Loans does not adequately and fairly reflect the cost to such Lenders of funding such LoansLoans for the requested Interest Period, Global Administrative Agent or the applicable Funding Agent, as applicable, Agent will promptly so notify Prologis, each Borrower in the affected Tranche and each Lender in the affected Tranche. Thereafter, (x) the obligation of such Lenders in the affected Tranche to make or maintain Eurocurrency Rate Loans or a conversion thereof in the affected currency or currencies or any determination date(s) or the CDOR Rate Loans for the applicable Interest Period in the affected Tranche shall be suspended and until such Funding Agent (y) in upon the event of a determination described in the preceding sentence with respect to the Daily Simple SOFR Rate component instruction of the Base Rate, the utilization of the Daily Simple SOFR Rate component in determining the Base Rate shall be suspended, in each case until Global Administrative Agent or the applicable Funding Agent, as applicable, Tranche Required Lenders) revokes such notice. Upon receipt of such notice, the applicable Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of any Eurocurrency Rate Loans or CDOR Rate Loans, as applicable, in the affected currency or currencies or for the affected Interest Period or determination date(s), as applicable or, failing that, will be deemed to: (A) with respect to a request for a Borrowing of, conversion to or continuation of any Loans denominated in Dollars under the U.S. Tranche, have converted such request into a request for a Committed Borrowing of (or a conversion to) Daily Simple SOFR Loans, or to the extent Daily Simple SOFR Rate Loans are affected, to Base Rate Loans under the U.S. Tranche or ABR Rate Loans under the Yen Tranche, as applicable, in the amount specified therein, (B) and with respect to a request for a Borrowing of, conversion to or continuation of any Loans denominated in Euro under the Euro Tranche, have converted such request into a request for a Committed Borrowing of (or a conversion to) Substitute Rate Loans, (C) with respect to a request for a Borrowing of or continuation of any Loans denominated in Yen under the U.S. Tranche or and the Euro Yen Tranche, have such Loans shall be converted such request into a request for a Committed Borrowing of (or a conversion to) TONAR Rate Loans if TONAR Rate is available and (D) otherwise, with respect to a request for a Borrowing of, conversion to or continuation of any Loans not denominated in the Primary Currency under any Tranche, have converted such request into a request for a Committed Borrowing of or conversion to or continuation of Loans denominated in the Primary Currency under such Tranche in the Foreign Currency Equivalent amount of such Loans. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if Global Administrative Agent determines (which determination shall be conclusive absent manifest error), or Prologis or the Required Lenders notify Global Administrative Agent (with, in the case of the Required Lenders, a copy to Prologis) that Prologis or Required Lenders (as applicable) have determined, that: (a) adequate and reasonable means do not exist for ascertaining the Relevant Rate for a currency or currencies for a Tranche, including, without limitation, because none of the tenors of such Relevant Rate (including any forward-looking term rate thereof) or the applicable Screen Rate is available or published on a current basis and such circumstances are unlikely to be temporary, or (b) the administrator of the applicable Screen Rate or a Governmental Authority having jurisdiction over such administrator, Global Administrative Agent or the applicable Funding Agent has made a public statement identifying a specific date after which the Relevant Rate for a currency or currencies (including any forward-looking term rate thereof) or the applicable Screen Rate shall no longer be representative or made available, or used for determining the interest rate of loans denominated in such currency or currencies or shall otherwise cease, provided that, in each case, at the time of such statement, there is no successor administrator that is satisfactory to Global Administrative Agent that will continue to provide such representative tenor(s) of the Relevant Rate (the latest date on which all tenors of the Relevant Rate (including any forward-looking term rate thereof) are no longer representative or available permanently or indefinitely, the “Scheduled Unavailability Date”), or (c) syndicated loans currently being executed and agented in the U.S., are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the Relevant Rate for a currency or currencies, or if the events or circumstances of the type described in clause (a), (b) or (c) above have occurred with respect to the Successor Rate then in effect, then, reasonably promptly after such determination by Global Administrative Agent or receipt by Global Administrative Agent of such notice, as applicable, Global Administrative Agent and Prologis may amend this Agreement to replace the Relevant Rate or any then Successor Rate for the affected currency or currencies with an alternate benchmark rate, giving due consideration to any evolving or then existing convention for similar syndicated and agented credit facilities in the U.S. and denominated in the applicable currency for such benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar credit facilities syndicated and agented in the U.S. and denominated in such currency or currencies for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by Global Administrative Agent from time to time in its reasonable discretion with the consent of Prologis and may be periodically updated (any such proposed rate, including for the avoidance of doubt, any adjustment thereto, a “Successor Rate”) and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after Global Administrative Agent shall have posted such proposed amendment to all Lenders, the Funding Agents and Prologis unless, prior to such time, Lenders comprising the Required Lenders have delivered to Global Administrative Agent written notice that such Required Lenders do not accept such amendment. Such Successor Rate shall be applied in a manner consistent with market practice; provided that Loans to the extent such market practice is Loans are not administratively feasible for Global Administrative Agent, in the Primary Currency of the applicable Tranche at such Successor Rate shall be applied in a manner as otherwise reasonably determined by Global Administrative Agent in consultation with Prologis. Any spread adjustment with respect to a Loan denominated in Sterling that bears interest at a term XXXXX rate with an Interest Period of one month shall be the same spread adjustment, if any, that applies to the Daily Floating Rate Loans denominated in Sterling. Notwithstanding anything else herein, any definition of Successor Rate shall provide that in no event shall such Successor Rate be less than zero for purposes of this Agreement. In connection with the implementation of a Successor Rate, Global Administrative Agent will have the right to make Successor Rate Conforming Changes from time to time following consultation with Prologis and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, Global Administrative Agent shall post each such amendment implementing such Successor Rate Conforming Changes to Prologis and the Lenders reasonably promptly after such amendment becomes effective. As used above:time.