Common use of Reallocation Procedures Clause in Contracts

Reallocation Procedures. Prologis may, from time to time during the Availability Period, by written notice to Global Administrative Agent and the Funding Agent for each affected Tranche (a “Reallocation Notice”), increase the Aggregate Tranche Commitment under one Available Tranche with a corresponding reduction of the Aggregate Tranche Commitment under a different Available Tranche by (a) utilizing the Pre-Approved Reallocations of certain Lenders (each a “Pre-Approved Lender”) or (b) with the consent of Global Administrative Agent, each applicable Funding Agent and each applicable Fronting Agent, L/C Issuer and Swing Line Lender, reallocating the Commitment of any Lender (each an “Allocating Lender”), subject to the following conditions: (A) at the time of such Reallocation Notice, Prologis specifies which Available Tranche shall be increased and which Available Tranche shall be decreased, and whether any Pre-Approved Reallocation shall be utilized in such reallocation; (B) the amount of the increase in an Available Tranche shall be equal to the Foreign Currency Equivalent amount of the corresponding decrease in the other Available Tranche; (C) each Allocating Lender and Pre-Approved Lender satisfies the requirements of an Eligible Qualified Institution under the Available Tranche in which the Aggregate Tranche Commitment is being increased; (D) each Allocating Lender acknowledges in writing to Global Administrative Agent and Prologis that it has agreed that its Commitment will be reallocated hereunder (which acknowledgment shall be made in such Lender’s sole discretion); provided that a Pre-Approved Reallocation shall be effective without any further acceptances under this Section 6.12 by a Lender that has agreed to a Pre-Approved Reallocation; (E) Prologis may make a maximum of one request per calendar quarter; (F) no reduction in any Aggregate Tranche Commitment shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Tranche Outstandings under such Tranche would exceed the Aggregate Tranche Commitment under such Tranche; (G) the amount of the increase or decrease in each applicable Aggregate Tranche Commitment shall not be less than a Dollar Equivalent amount of $5,000,000; (H) no Default exists; and (I) unless otherwise agreed among the applicable Funding Agent, the affected Lender and the applicable Borrowers (which agreement may include a phase-in of the applicable increase and/or Interest Periods with any agreed-upon length), the applicable Borrowers shall prepay any Committed Loans outstanding on the Reallocation Effective Date (and pay any additional amounts required pursuant to Section 7.5) to the extent necessary to keep the outstanding Committed Loans in the affected Available Tranches ratable with any revised Applicable Tranche Percentages arising from any nonratable increase or decrease in any Commitments of any Lenders under this Section 6.12.

Reallocation Procedures. Prologis Global Administrative Agent may, from time to time during the Availability Period, by Period at the written notice request of ProLogis (which request shall also be sent to Global Administrative Agent and the each Funding Agent for each of an affected Tranche Tranche) (a “Reallocation NoticeRequest”), increase the Aggregate Tranche Commitment under one Available Tranche with a corresponding reduction of the Aggregate Tranche Commitment under a different Available Tranche by (a) utilizing the Pre-Approved Reallocations of certain Lenders (each a “Pre-Approved Lender”) ), or (b) with the consent of Global Administrative Agent, each applicable Funding Agent and each applicable Fronting Agent, L/C Issuer and Swing Line Lender, reallocating the Commitment of any Lender (each an “Allocating Lender”), subject to the following conditions: (Ai) at the time of such Reallocation NoticeRequest, Prologis ProLogis specifies which Available Tranche shall be increased and which Available Tranche shall be decreased, and whether any Pre-Approved Reallocation shall be utilized in such reallocation;; 110 Global Senior Credit Agreement (Bii) the amount of the increase in an Available a Tranche shall be equal to the Foreign Currency Equivalent amount of the corresponding decrease in the other Available Tranche; (Ciii) each Allocating Lender and Pre-Approved Lender satisfies the requirements of an Eligible Qualified Institution Assignee under the Available Tranche in which the Aggregate Tranche Commitment is being increased; (Div) each Allocating Lender acknowledges in writing to Global Administrative Agent and Prologis ProLogis that it has agreed that its Commitment will be reallocated hereunder (which acknowledgment shall be made in such Lender’s sole discretion); provided that a Pre-Approved Reallocation shall be effective without any further acceptances under this Section 6.12 8.12 by a Lender that has agreed to a Pre-Approved Reallocation; (Ev) Prologis any request for a reallocation shall be in a minimum amount agreed to by the applicable Funding Agents; (vi) ProLogis may make a maximum of one (1) request per calendar quarter; (Fvii) with respect to an increase of an Aggregate Tranche Commitment under a Tranche made available to a Dutch Borrower or under the Euro Tranche, each Allocating Lender and Pre-Approved Lender must qualify as a PMP upon providing the increase in its Commitment; (viii) with respect to an increase of the Aggregate Tranche Commitment under the Yen Tranche, each Allocating Lender and each Pre-Approved Lender must qualify as an institution that may make Loans to a TMK under Japanese Laws upon providing the increase of its Commitment; (ix) no reduction in any Aggregate Tranche Commitment shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Tranche Outstandings under such Tranche would exceed the Aggregate Tranche Commitment under such Tranche; (Gx) the amount of the increase or decrease in each the applicable Aggregate Tranche Commitment shall not be less than in a minimum Dollar Equivalent amount of $5,000,000; (Hxi) no Default exists; and (Ixii) unless otherwise agreed among the applicable Funding Agent, the affected Lender and the applicable Borrowers (which agreement may include a phase-in of the applicable increase and/or Interest Periods with any agreed-upon length), the applicable Borrowers shall prepay any Committed Loans outstanding on the Reallocation Effective Date (and pay any additional amounts required pursuant to Section 7.59.5) to the extent necessary to keep the 111 Global Senior Credit Agreement outstanding Committed Loans in the affected Available Tranches ratable with any revised Applicable Tranche Percentages arising from any nonratable increase or decrease in any Commitments of any Lenders under this Section 6.128.12.

Reallocation Procedures. Prologis may, from time to time during the Availability Period, by written notice to Global Administrative Agent and the Funding Agent for each affected Tranche (a “Reallocation Notice”), increase the Aggregate Tranche Commitment under one Available Tranche with a corresponding reduction of the Aggregate Tranche Commitment under a different Available Tranche by (a) utilizing the Pre-Approved Reallocations of certain Lenders (each a “Pre-Approved Lender”) or (b) with the consent of Global Administrative Agent, each applicable Funding Agent and each applicable Fronting Agent, L/C Issuer and Swing Line Lender, reallocating the Commitment of any Lender (each an “Allocating Lender”), subject to the following conditions: (A) at the time of such Reallocation Notice, Prologis specifies which Available Tranche shall be increased and which Available Tranche shall be decreased, and whether any Pre-Approved Reallocation shall be utilized in such reallocation; (B) the amount of the increase in an Available Tranche shall be equal to the Foreign Currency Equivalent amount of the corresponding decrease in the other Available Tranche; (C) each Allocating Lender and Pre-Approved Lender satisfies the requirements of an Eligible Qualified Institution under the Available Tranche in which the Aggregate Tranche Commitment is being increased; (D) each Allocating Lender acknowledges in writing to Global Administrative Agent and Prologis that it has agreed that its Commitment will be reallocated hereunder (which acknowledgment shall be made in such LenderXxxxxx’s sole discretion); provided that a Pre-Approved Reallocation shall be effective without any further acceptances under this Section 6.12 by a Lender that has agreed to a Pre-Approved Reallocation; (E) Prologis may make a maximum of one request per calendar quarter; (F) no reduction in any Aggregate Tranche Commitment shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Tranche Outstandings under such Tranche would exceed the Aggregate Tranche Commitment under such Tranche; (G) the amount of the increase or decrease in each applicable Aggregate Tranche Commitment shall not be less than a Dollar Equivalent amount of $5,000,000; (H) no Default exists; and (I) unless otherwise agreed among the applicable Funding Agent, the affected Lender and the applicable Borrowers (which agreement may include a phase-in of the applicable increase and/or Interest Periods with any agreed-upon length), the applicable Borrowers shall prepay any Committed Loans outstanding on the Reallocation Effective Date (and pay any additional amounts required pursuant to Section 7.5) to the extent necessary to keep the outstanding Committed Loans in the affected Available Tranches ratable with any revised Applicable Tranche Percentages arising from any nonratable increase or decrease in any Commitments of any Lenders under this Section 6.12.

Reallocation Procedures. Prologis may, from time to time during the Availability Period, by written notice to Global Administrative Agent and the Funding Agent for each affected Tranche (a “Reallocation Notice”), increase the Aggregate Tranche Commitment under one Available Tranche with a corresponding reduction of the Aggregate Tranche Commitment under a different Available Tranche by (a) utilizing the Pre-Approved Reallocations of certain Lenders (each a “Pre-Approved Lender”) or (b) with the consent of Global Administrative Agent, each applicable Funding Agent and each applicable Fronting Agent, L/C Issuer and Swing Line Lender, reallocating the Commitment of any Lender (each an “Allocating Lender”), subject to the following conditions: (A) at the time of such Reallocation Notice, Prologis specifies which Available Tranche shall be increased and which Available Tranche shall be decreased, and whether any Pre-Approved Reallocation shall be utilized in such reallocation; (B) the amount of the increase in an Available Tranche shall be equal to the Foreign Currency Equivalent amount of the corresponding decrease in the other Available Tranche; (C) each Allocating Lender and Pre-Approved Lender satisfies the requirements of an Eligible Qualified Institution under the Available Tranche in which the Aggregate Tranche Commitment is being increased; (D) each Allocating Lender acknowledges in writing to Global Administrative Agent and Prologis that it has agreed that its Commitment will be reallocated hereunder (which acknowledgment shall be made in such Lender’s sole discretion); provided that a Pre-Approved Reallocation shall be effective without any further acceptances under this Section 6.12 by a Lender that has agreed to a Pre-Approved Reallocation; (E) Prologis may make a maximum of one request per calendar quarter; (F) with respect to an increase of the Aggregate Tranche Commitment under the Yen Tranche, each Allocating Lender and each Pre-Approved Lender must qualify as an institution that may make Loans to a TMK under Japanese Laws upon providing the increase of its Commitment; (G) no reduction in any Aggregate Tranche Commitment shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Tranche Outstandings under such Tranche would exceed the Aggregate Tranche Commitment under such Tranche; (GH) the amount of the increase or decrease in each applicable Aggregate Tranche Commitment shall not be less than a Dollar Equivalent amount of $5,000,000; (HI) no Default exists; and (IJ) unless otherwise agreed among the applicable Funding Agent, the affected Lender and the applicable Borrowers (which agreement may include a phase-in of the applicable increase and/or Interest Periods with any agreed-upon length), the applicable Borrowers shall prepay any Committed Loans outstanding on the Reallocation Effective Date (and pay any additional amounts required pursuant to Section 7.5) to the extent necessary to keep the outstanding Committed Loans in the affected Available Tranches ratable with any revised Applicable Tranche Percentages arising from any nonratable increase or decrease in any Commitments of any Lenders under this Section 6.12.

Reallocation Procedures. Prologis Global Administrative Agent may, from time to time during the Availability Period, by Period at the written notice request of Prologis (which request shall also be sent to Global Administrative Agent and the each Funding Agent for each of an affected Tranche Tranche) (a “Reallocation NoticeRequest”), increase the Aggregate Tranche Commitment under one Available Tranche with a corresponding reduction of the Aggregate Tranche Commitment under a different Available Tranche by (a) utilizing the Pre-Approved Reallocations of certain Lenders (each a “Pre-Approved Lender”) or (b) with the consent of Global Administrative Agent, each applicable Funding Agent and each applicable Fronting Agent, L/C Issuer and Swing Line Lender, reallocating the Commitment of any Lender (each an “Allocating Lender”), subject to the following conditions: (A) at the time of such Reallocation NoticeRequest, Prologis specifies which Available Tranche shall be increased and which Available Tranche shall be decreased, and whether any Pre-Approved Reallocation shall be utilized in such reallocation; (B) the amount of the increase in an Available Tranche shall be equal to the Foreign Currency Equivalent amount of the corresponding decrease in the other Available Tranche; (C) each Allocating Lender and Pre-Approved Lender satisfies the requirements of an Eligible Qualified Institution under the Available Tranche in which the Aggregate Tranche Commitment is being increased; (D) each Allocating Lender acknowledges in writing to Global Administrative Agent and Prologis that it has agreed that its Commitment will be reallocated hereunder (which acknowledgment shall be made in such Lender’s sole discretion); provided that a Pre-Approved Reallocation shall be effective without any further acceptances under this Section 6.12 by a Lender that has agreed to a Pre-Approved Reallocation; (E) any request for a reallocation shall be in a minimum amount agreed to by the applicable Funding Agents; (F) Prologis may make a maximum of one request per calendar quarter; (FG) with respect to an increase of the Aggregate Tranche Commitment under the Yen Tranche, each Allocating Lender and each Pre-Approved Lender must qualify as an institution that may make Loans to a TMK under Japanese Laws upon providing the increase of its Commitment; (H) no reduction in any Aggregate Tranche Commitment shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Tranche Outstandings under such Tranche would exceed the Aggregate Tranche Commitment under such Tranche; (GI) the amount of the increase or decrease in each the applicable Aggregate Tranche Commitment shall not be less than in a minimum Dollar Equivalent amount of $5,000,000; (HJ) no Default exists; and (IK) unless otherwise agreed among the applicable Funding Agent, the affected Lender and the applicable Borrowers (which agreement may include a phase-in of the applicable increase and/or Interest Periods with any agreed-upon length), the applicable Borrowers shall prepay any Committed Loans outstanding on the Reallocation Effective Date (and pay any additional amounts required pursuant to Section 7.5) to the extent necessary to keep the outstanding Committed Loans in the affected Available Tranches ratable with any revised Applicable Tranche Percentages arising from any nonratable increase or decrease in any Commitments of any Lenders under this Section 6.12.

Reallocation Procedures. Prologis After the Closing Date, Administrative Agent may, from time to time during at the Availability Period, by written notice to Global Administrative Agent and the Funding Agent for each affected Tranche request (a “Reallocation NoticeRequest”)) of a Borrower (such Borrower, the “Requesting Borrower”) that is acknowledged by the Allocating Borrowers, to increase the Aggregate Tranche Commitment Commitments of Lenders under one Available Tranche the Facility of the Requesting Borrower with a corresponding reduction of the Aggregate Tranche Commitment “Commitments” of Lenders under a different Available Tranche the Facilities of the Allocating Borrowers, by (a) utilizing the Pre-Approved Reallocations of certain Lenders (each a “Pre-Approved Lender”) or (b) with the consent of Global Administrative Agent, each applicable Funding Agent and each applicable Fronting Agent, L/C Issuer and Swing Line Lender, reallocating the Commitment of any each Lender (each an “Allocating under such Facilities based on such Lender”)’s Ratable Share of such Lender’s Commitment, subject to the following conditions: (Ai) at the time of such Reallocation NoticeRequest, Prologis the Requesting Borrower specifies which Available Tranche shall be increased and which Available Tranche shall be decreased, and whether any Pre-Approved Reallocation shall be utilized in such reallocationthe Allocating Borrowers; (Bii) the amount of the increase in an Available Tranche the Commitments under the Facility of the Requesting Borrower shall be equal to the Foreign Currency Equivalent aggregate amount of the corresponding decrease in the other Available TrancheCommitments, on an aggregate basis, of the Facilities of the Allocating Borrowers; (Ciii) each Allocating Lender and Pre-Approved Lender satisfies the requirements of an Eligible Qualified Institution under the Available Tranche in which the Aggregate Tranche Commitment is being increased; (D) each Allocating Lender acknowledges in writing to Global Administrative Agent and Prologis that it has agreed that its Commitment will be reallocated hereunder (which acknowledgment shall be made in such Lender’s sole discretion); provided that a Pre-Approved Reallocation shall be effective without any further acceptances under this Section 6.12 by a Lender that has agreed to a Pre-Approved Reallocation; (E) Prologis Requesting Borrower may make a maximum of one (1) Reallocation Request (which Reallocation Request may request the reallocation of the Commitments of Lenders under the Facilities of up to six (6) different Allocating Borrowers) per calendar quartermonth and Requesting Borrowers shall indicate the calendar month for the reallocation to occur (the “Reallocation Month”); provided that Administrative Agent shall not be obligated to honor more than four (4) Reallocation Requests across all of the Facilities for any one Reallocation Month; (Fiv) the Reallocation Request shall be received by Administrative Agent at least ten (10) Business Days prior the first Business Day of the Reallocation Month; (v) reallocations under this Section 2.17 shall only be effective on the first (1st) Business Day of each Reallocation Month; (vi) no reduction in any Aggregate Tranche Commitment of any Allocating Borrowers shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Tranche Outstandings aggregate outstanding principal amount of all Advances under the Facility of such Tranche Allocating Borrowers would exceed the Aggregate Tranche Commitment under the Facility of such TrancheAllocating Borrowers; (Gvii) the amount of any increase in the increase or decrease Facility of the Requesting Borrower shall be in each applicable Aggregate Tranche Commitment shall not be less than a Dollar Equivalent minimum amount of $5,000,000; (H) no Default exists1,000,000; and (Iviii) unless otherwise agreed among the applicable Funding Agent, the affected Lender and the applicable Borrowers (which agreement may include a phase-in no Default or Event of the applicable increase and/or Interest Periods with any agreed-upon length), the applicable Borrowers Default shall prepay any Committed Loans outstanding on the Reallocation Effective Date (and pay any additional amounts required pursuant to Section 7.5) to the extent necessary to keep the outstanding Committed Loans in the affected Available Tranches ratable with any revised Applicable Tranche Percentages arising from any nonratable increase or decrease in any Commitments of any Lenders under this Section 6.12have occurred.

Reallocation Procedures. Prologis may, from time to time during the Availability Period, by written notice to Global Administrative Agent and the Funding Agent for each affected Tranche (a “Reallocation Notice”), increase the Aggregate Tranche Commitment under one Available Tranche with a corresponding reduction of the Aggregate Tranche Commitment under a different Available Tranche by (a) utilizing the Pre-Approved Reallocations of certain Lenders (each a “Pre-Approved Lender”) or (b) by, with the consent of Global Administrative Agent, each applicable Funding Agent and each applicable Fronting Agent, L/C Issuer and Swing Line Lender, reallocating the Commitment of any Lender (each an “Allocating Lender”), subject to the following conditions: (Aa) at the time of such Reallocation Notice, Prologis specifies which Available Tranche shall be increased and which Available Tranche shall be decreased, and whether any Pre-Approved Reallocation shall be utilized in such reallocation; (Bb) the amount of the increase in an Available Tranche shall be equal to the Foreign Currency Equivalent amount of the corresponding decrease in the other Available TrancheTranche determined five Business Days prior to the Reallocation Effective Date; (Cc) each Allocating Lender and Pre-Approved Lender satisfies the requirements of an Eligible Qualified Institution under the Available Tranche in which the Aggregate Tranche Commitment is being increased; (Dd) each Allocating Lender acknowledges in writing to Global Administrative Agent and Prologis that it has agreed that its Commitment will be reallocated hereunder (which acknowledgment shall be made in such Lender’s sole discretion); provided that a Pre-Approved Reallocation shall be effective without any further acceptances under this Section 6.12 by a Lender that has agreed to a Pre-Approved Reallocation; (Ee) unless Administrative Agent otherwise agrees, Prologis may make a maximum of one request per calendar quarter; (Ff) no reduction in any Aggregate Tranche Commitment shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Tranche Outstandings under such Tranche would exceed the Aggregate Tranche Commitment under such Tranche; (Gg) the amount of the increase or decrease in each applicable Aggregate Tranche Commitment shall not be less than a Dollar Equivalent amount of $5,000,000; (Hh) no Default exists; and (Ii) unless otherwise agreed among the applicable Funding Administrative Agent, the affected Lender and the applicable Borrowers (which agreement may include a phase-in of the applicable increase and/or Interest Periods with any agreed-upon length), the applicable Borrowers shall prepay any Committed Loans outstanding on the Reallocation Effective Date (and pay any additional amounts required pursuant to Section 7.5) to the extent necessary to keep the outstanding Committed Loans in the affected Available Tranches ratable with any revised Applicable Tranche Percentages arising from any nonratable increase or decrease in any Commitments of any Lenders under this Section 6.126.13.

Reallocation Procedures. Prologis may, from time to time during the Availability Period, by written notice to Global Administrative Agent and the Funding Agent for each affected Tranche (a “Reallocation Notice”), increase the Aggregate Tranche Commitment under one Available Tranche with a corresponding reduction of the Aggregate Tranche Commitment under a different Available Tranche by (a) utilizing the Pre-Approved Reallocations of certain Lenders (each a “Pre-Approved Lender”) or (b) by, with the consent of Global Administrative Agent, each applicable Funding Agent and each applicable Fronting Agent, L/C Issuer and Swing Line Lender, reallocating the Commitment of any Lender (each an “Allocating Lender”), subject to the following conditions: (Aa) at the time of such Reallocation Notice, Prologis specifies which Available Tranche shall be increased and which Available Tranche shall be decreased; 77 Prologis, and whether any Pre-Approved Reallocation shall be utilized in such reallocation;L.P. Term Loan Agreement (Bb) the amount of the increase in an Available Tranche shall be equal to the Foreign Currency Equivalent amount of the corresponding decrease in the other Available TrancheTranche determined five Business Days prior to the Reallocation Effective Date; (Cc) each Allocating Lender and Pre-Approved Lender satisfies the requirements of an Eligible Qualified Institution under the Available Tranche in which the Aggregate Tranche Commitment is being increased; (Dd) each Allocating Lender acknowledges in writing to Global Administrative Agent and Prologis that it has agreed that its Commitment will be reallocated hereunder (which acknowledgment shall be made in such Lender’s sole discretion); provided that a Pre-Approved Reallocation shall be effective without any further acceptances under this Section 6.12 by a Lender that has agreed to a Pre-Approved Reallocation; (Ee) unless Administrative Agent otherwise agrees, Prologis may make a maximum of one request per calendar quarter; (Ff) with respect to an increase of the Aggregate Tranche Commitment under the Yen Tranche, each Allocating Lender must qualify as an institution that may make Loans to a TMK under Japanese Laws upon providing the increase of its Commitment; (g) no reduction in any Aggregate Tranche Commitment shall be permitted if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Tranche Outstandings under such Tranche would exceed the Aggregate Tranche Commitment under such Tranche; (Gh) the amount of the increase or decrease in each applicable Aggregate Tranche Commitment shall not be less than a Dollar Euro Equivalent amount of $EUR 5,000,000; (Hi) no Default exists; and (Ij) unless otherwise agreed among the applicable Funding Administrative Agent, the affected Lender and the applicable Borrowers (which agreement may include a phase-in of the applicable increase and/or Interest Periods with any agreed-upon length), the applicable Borrowers shall prepay any Committed Loans outstanding on the Reallocation Effective Date (and pay any additional amounts required pursuant to Section 7.5) to the extent necessary to keep the outstanding Committed Loans in the affected Available Tranches ratable with any revised Applicable Tranche Percentages arising from any nonratable increase or decrease in any Commitments of any Lenders under this Section 6.126.13.