Common use of Sustainability Provisions Clause in Contracts

Sustainability Provisions. (a) Following the date on which the Borrower provides a Pricing Certificate in respect of the most recently ended calendar year, (i) the Applicable Margin shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Margin Adjustment as set forth in such Pricing Certificate, and (ii) the Commitment Fee Rate shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Commitment Fee Adjustment as set forth in such Pricing Certificate. For purposes of the foregoing, (A) the Sustainability Margin Adjustment and the Sustainability Commitment Fee Adjustment shall be determined as of the fifth Business Day following receipt by the Administrative Agent of a Pricing Certificate delivered pursuant to Section 1.3(g) based upon the KPI Metric set forth in such Pricing Certificate and the calculations of the Sustainability Margin Adjustment and the Sustainability Commitment Fee Adjustment therein (such day, the “Sustainability Pricing Adjustment Date”) and (B) each change in the Applicable Margin and the Commitment Fee Rate resulting from a Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment Date (or, in the case of non-delivery of a Pricing Certificate, the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 1.3(g)). (b) For the avoidance of doubt, only one Pricing Certificate may be delivered in respect of any calendar year. It is further understood and agreed that the Applicable Margin will never be reduced or increased by more than 0.05% or 0.05%, respectively, and that the Commitment Fee Rate will never be reduced or increased by more than 0.01% or 0.01%, respectively, pursuant to the Sustainability Margin Adjustment and the Sustainability Commitment Fee Adjustment, respectively, during any calendar year. For the avoidance of doubt, any adjustment to the Applicable Margin or Commitment Fee Rate by reason of meeting or failing to meet the KPI Metric in any year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (c) It is hereby understood and agreed that if no such Pricing Certificate is delivered by the Borrower within the period set forth in Section 1.3(g), the Sustainability Margin Adjustment will be positive 0.05% and Sustainability Commitment Fee Adjustment will be positive 0.01% commencing on the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 1.3(g) and continuing until a Borrower delivers a Pricing Certificate to the Administrative Agent. (d) If (i)(A) the Borrower or any Lender becomes aware of any material inaccuracy in the Sustainability Margin Adjustment, the Sustainability Commitment Fee Adjustment or the KPI Metric as reported in a Pricing Certificate (any such material inaccuracy, a “Pricing Certificate Inaccuracy”) and, in the case of any Lender, such Lender delivers, not later than ten (10) Business Days after obtaining knowledge thereof, a written notice to the Administrative Agent describing such Pricing Certificate Inaccuracy in reasonable detail (which description shall be shared with each Lender and the Borrower), or (B) the Borrower and the Lenders agree that there was a Pricing Certificate Inaccuracy at the time of delivery of a Pricing Certificate, and (ii) a proper calculation of the Sustainability Margin Adjustment, Sustainability Commitment Fee Adjustment or the KPI Metric would have resulted in an increase in the Applicable Margin or Commitment Fee Rate for any period, then the Borrowers shall be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable Issuing Bank, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the bankruptcy code (or any comparable event under non-U.S. debtor relief laws), automatically and without further action by the Administrative Agent, any Lender or any Issuing Bank), but in any event within 10 Business Days after the Borrowers have received written notice of, or has agreed in writing that there was, a Pricing Certificate Inaccuracy, an amount equal to the excess of (1) the amount of interest and fees that should have been paid for such period over (2) the amount of interest and fees actually paid for such period. If the Borrower becomes aware of any Pricing Certificate Inaccuracy and, in connection therewith, if a proper calculation of the Sustainability Margin Adjustment, Sustainability Commitment Fee Adjustment or the KPI Metric would have resulted in a decrease in the Applicable Margin or Commitment Fee Rate for any period, then, upon receipt by the Administrative Agent of notice from the Borrower of such Pricing Certificate Inaccuracy (which notice shall include corrections to the calculations of the Sustainability Margin Adjustment, Sustainability Commitment Fee Adjustment or the KPI Metric, as applicable), commencing on the Business Day following receipt by the Administrative Agent of such notice, the Applicable Margin and Commitment Fee Rate shall be adjusted to reflect the corrected calculations of the Sustainability Margin Adjustment, Sustainability Commitment Fee Adjustment or the KPI Metric, as applicable. Notwithstanding the foregoing or anything to the contrary herein, any information in a Pricing Certificate shall be deemed to be not materially inaccurate (and no Pricing Certificate Inaccuracy shall be deemed to have occurred in respect thereof), and any calculation of the Sustainability Margin Adjustment, the Sustainability Commitment Fee Adjustment or the KPI Metrics shall be deemed proper, and in each case shall not implicate this Section 1.3(d), if such information or calculation was made by the Borrower in good faith based on information reasonably available to the Borrower at the time such calculation was made. (e) It is understood and agreed that any Pricing Certificate Inaccuracy (and any consequences thereof) shall not constitute a Default or Event of Default; provided, that, the Borrower complies with the terms of this Section 1.3 with respect to such Pricing Certificate Inaccuracy. Notwithstanding anything to the contrary herein, unless such amounts shall be due upon the occurrence of an actual or deemed entry of an order for relief with respect to a Borrower under the bankruptcy code (or any comparable event under non-U.S. debtor relief laws), (a) any additional amounts required to be paid pursuant to the immediate preceding paragraph shall not be due and payable until the date that is ten (10) Business Days after a written demand is made for such payment by the Administrative Agent in accordance with such paragraph, (b) any nonpayment of such additional amounts prior to or upon that is ten (10) Business Days after such written demand for payment by Administrative Agent shall not constitute a Default (whether retroactively or otherwise) and (c) none of such additional amounts shall be deemed overdue prior to such date that is ten (10) Business Days after such written demand or shall accrue interest at the rate determined in accordance with Section 2.10(c) prior to the date that is ten (10) Business Days after such written demand. (f) Each party hereto hereby agrees that the Administrative Agent shall not have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by any Borrower of any Sustainability Margin Adjustment or Sustainability Commitment Fee Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any Pricing Certificate (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). In addition, the Borrower shall have no obligation to disclose any further data, computations or other information to the Administrative Agent or any Lender with respect to any KPI Metric, Sustainability Target or Sustainability Threshold. (g) As soon as available and in any event within 90 days following the end of each fiscal year of the Borrower (commencing with the fiscal year ending December 31, 2021), a Pricing Certificate for the most recently-ended calendar year; provided, that, for any calendar year the Borrowers may elect not to deliver a Pricing Certificate, and such election shall not constitute a Default or Event of Default (but such failure to so deliver a Pricing Certificate by the end of such 90-day period shall result in the Sustainability Margin Adjustment and Sustainability Commitment Fee Adjustment being applied as set forth in Section 1.3(c).

Sustainability Provisions. (a) Following the date on which the Borrower provides a Pricing Certificate in respect of the most recently ended calendar year, (i) the Applicable Margin shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Margin Adjustment as set forth in such Pricing Certificate, and (ii) the Commitment Fee Rate shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Commitment Fee Adjustment as set forth in such Pricing Certificate. For purposes of the foregoing, (A) the Sustainability Margin Adjustment and the Sustainability Commitment Fee Adjustment shall be determined as of the fifth Business Day following receipt by the Administrative Agent of a Pricing Certificate delivered pursuant to Section 1.3(g) based upon the KPI Metric set forth in such Pricing Certificate and the calculations of the Sustainability Margin Adjustment and the Sustainability Commitment Fee Adjustment therein (such day, the “Sustainability Pricing Adjustment Date”) and (B) each change in the Applicable Margin and the Commitment Fee Rate resulting from a Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment Date (or, in the case of non-delivery of a Pricing Certificate, the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 1.3(g)). (b) For the avoidance of doubt, only one Pricing Certificate may be delivered in respect of any calendar year. It is further understood and agreed that the Applicable Margin will never be reduced or increased by more than 0.05% or 0.05%, respectively, and that the Commitment Fee Rate will never be reduced or increased by more than 0.01% or 0.01%, respectively, pursuant to the Sustainability Margin Adjustment and the Sustainability Commitment Fee Adjustment, respectively, during any calendar year. For the avoidance of doubt, any adjustment to the Applicable Margin or Commitment Fee Rate by reason of meeting or failing to meet the KPI Metric in any year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (c) It is hereby understood and agreed that if no such Pricing Certificate is delivered by the Borrower within the period set forth in Section 1.3(g), the Sustainability Margin Adjustment will be positive 0.05% and Sustainability Commitment Fee Adjustment will be positive 0.01% commencing on the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 1.3(g) and continuing until a Borrower delivers a Pricing Certificate to the Administrative Agent. (d) If (i)(A) the Borrower or any Lender becomes aware of any material inaccuracy in the Sustainability Margin Adjustment, the Sustainability Commitment Fee Adjustment or the KPI Metric as reported in a Pricing Certificate (any such material inaccuracy, a “Pricing Certificate Inaccuracy”) and, in the case of any Lender, such Lender delivers, not later than ten (10) Business Days after obtaining knowledge thereof, a written notice to the Administrative Agent describing such Pricing Certificate Inaccuracy in reasonable detail (which description shall be shared with each Lender and the Borrower), or (B) the Borrower and the Lenders agree that there was a Pricing Certificate Inaccuracy at the time of delivery of a Pricing Certificate, and (ii) a proper calculation of the Sustainability Margin Adjustment, Sustainability Commitment Fee Adjustment or the KPI Metric would have resulted in an increase in the Applicable Margin or Commitment Fee Rate for any period, then the Borrowers shall be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable Issuing Bank, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the bankruptcy code (or any comparable event under non-U.S. debtor relief laws), automatically and without further action by the Administrative Agent, any Lender or any Issuing Bank), but in any event within 10 Business Days after the Borrowers have received written notice of, or has agreed in writing that there was, a Pricing Certificate Inaccuracy, an amount equal to the excess of (1) the amount of interest and fees that should have been paid for such period over (2) the amount of interest and fees actually paid for such period. If the Borrower becomes aware of any Pricing Certificate Inaccuracy and, in connection therewith, if a proper calculation of the Sustainability Margin Adjustment, Sustainability Commitment Fee Adjustment or the KPI Metric would have resulted in a decrease in the Applicable Margin or Commitment Fee Rate for any period, then, upon receipt by the Administrative Agent of notice from the Borrower of such Pricing Certificate Inaccuracy (which notice shall include corrections to the calculations of the Sustainability Margin Adjustment, Sustainability Commitment Fee Adjustment or the KPI Metric, as applicable), commencing on the Business Day following receipt by the Administrative Agent of such notice, the Applicable Margin and Commitment Fee Rate shall be adjusted to reflect the corrected calculations of the Sustainability Margin Adjustment, Sustainability Commitment Fee Adjustment or the KPI Metric, as applicable. Notwithstanding the foregoing or anything to the contrary herein, any information in a Pricing Certificate shall be deemed to be not materially inaccurate (and no Pricing Certificate Inaccuracy shall be deemed to have occurred in respect thereof), and any calculation of the Sustainability Margin Adjustment, the Sustainability Commitment Fee Adjustment or the KPI Metrics shall be deemed proper, and in each case shall not implicate this Section 1.3(d), if such information or calculation was made by the Borrower in good faith based on information reasonably available to the Borrower at the time such calculation was made. (e) It is understood and agreed that any Pricing Certificate Inaccuracy (and any consequences thereof) shall not constitute a Default or Event of Default; provided, that, the Borrower complies with the terms of this Section 1.3 with respect to such Pricing Certificate Inaccuracy. Notwithstanding anything to the contrary herein, unless such amounts shall be due upon the occurrence of an actual or deemed entry of an order for relief with respect to a Borrower under the bankruptcy code (or any comparable event under non-U.S. debtor relief laws), (a) any additional amounts required to be paid pursuant to the immediate preceding paragraph shall not be due and payable until the date that is ten (10) Business Days after a written demand is made for such payment by the Administrative Agent in accordance with such paragraph, (b) any nonpayment of such additional amounts prior to or upon that is ten (10) Business Days after such written demand for payment by Administrative Agent shall not constitute a Default (whether retroactively or otherwise) and (c) none of such additional amounts shall be deemed overdue prior to such date that is ten (10) Business Days after such written demand or shall accrue interest at the rate determined in accordance with Section 2.10(c) prior to the date that is ten (10) Business Days after such written demand. (f) Each party hereto hereby agrees that neither the Sustainability Structuring Agent nor Global Administrative Agent shall not have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by any Borrower Prologis of any the Sustainability Margin Adjustment Metric or the Sustainability Commitment Fee Adjustment Metric Percentage (or any of the data or computations that are part of or related to any such calculation) set forth in any Pricing Sustainability Certificate or Assurance Report (and the Global Administrative Agent and Sustainability Structuring Agent may rely conclusively on any such certificate, without further inquiry). In additionFollowing a material acquisition or disposition by any Company, Prologis may request an adjustment to the Sustainability Metric Percentage. Any such adjustment will be subject to the consent of Sustainability Structuring Agent and will go into effect so long as Lenders constituting the Required Lenders have not objected to such adjustment within 10 Business Days after such adjustment has been posted for the Lenders. Upon request of Prologis, Global Administrative Agent, the Borrower Sustainability Structuring Agent, the Lenders and Prologis shall have no obligation in good faith enter into discussions to disclose any further data, computations or other information agree to amendments (“ESG Amendments”) to the Administrative Agent or any Lender with respect to any KPI definitions of Sustainability Metric, the Sustainability Target Metric Percentage (and the target levels), and any proposed incentives and penalties for satisfying or not satisfying, respectively, the Sustainability ThresholdMetric Percentage, including any adjustments (not to exceed plus or minus 5 basis points in the aggregate) to the Applicable Margin (such provisions, collectively, the “ESG Pricing Provisions”); provided that notwithstanding anything to the contrary herein, such ESG Amendments shall be effective upon consent of the Required Lenders. (g) As soon as available and in any event within 90 days following the end of each fiscal year of the Borrower (commencing with the fiscal year ending December 31, 2021), a Pricing Certificate for the most recently-ended calendar year; provided, that, for any calendar year the Borrowers may elect not to deliver a Pricing Certificate, and such election shall not constitute a Default or Event of Default (but such failure to so deliver a Pricing Certificate by the end of such 90-day period shall result in the Sustainability Margin Adjustment and Sustainability Commitment Fee Adjustment being applied as set forth in Section 1.3(c).ARTICLE II U.S. COMMITMENTS AND U.S. CREDIT EXTENSIONS

Sustainability Provisions. (a) Following the date on which the Borrower provides a Pricing Certificate in respect of the most recently ended calendar year, (i) the Applicable Margin shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Margin Adjustment as set forth in such Pricing Certificate, and (ii) the Commitment Fee Rate shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Commitment Fee Adjustment as set forth in such Pricing Certificate. For purposes of the foregoing, (A) the Sustainability Margin Adjustment and the Sustainability Commitment Fee Adjustment shall be determined as of the fifth Business Day following receipt by the Administrative Agent of a Pricing Certificate delivered pursuant to Section 1.3(g) based upon the KPI Metric Metrics set forth in such Pricing Certificate and the calculations of the Sustainability Margin Adjustment and the Sustainability Commitment Fee Adjustment therein (such day, the “Sustainability Pricing Adjustment Date”) and (B) each change in the Applicable Margin and the Commitment Fee Rate resulting from a Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment Date (or, in the case of non-delivery of a Pricing Certificate, the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 1.3(g)). (b) For the avoidance of doubt, only one Pricing Certificate may be delivered in respect of any calendar year. It is further understood and agreed that the Applicable Margin will never be reduced or increased by more than 0.05% or 0.05%, respectively, and that the Commitment Fee Rate will never be reduced or increased by more than 0.01% or 0.01%, respectively, pursuant to the Sustainability Margin Adjustment and the Sustainability Commitment Fee Adjustment, respectively, during any single calendar year, and if the Applicable Margin would be less than the Floor because of the Sustainability Margin Adjustment, the Applicable Margin will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents. For the avoidance of doubt, any adjustment to the Applicable Margin or Commitment Fee Rate by reason of meeting or failing to meet the KPI Metric in any year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (c) It is hereby understood and agreed that if no such Pricing Certificate is delivered by the Borrower within the period set forth in Section 1.3(g), the Sustainability Margin Adjustment will be positive 0.05% and Sustainability Commitment Fee Adjustment will be positive 0.01% commencing on the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 1.3(g) and continuing until a the Borrower delivers a Pricing Certificate to the Administrative Agent. (d) If (i)(A) the Borrower or any Lender becomes aware of any material inaccuracy in the Sustainability Margin Adjustment, the Sustainability Commitment Fee Adjustment or the KPI Metric as reported in a Pricing Certificate (any such material inaccuracy, a “Pricing Certificate Inaccuracy”) and, in the case of any Lender, such Lender delivers, not later than ten (10) Business Days after obtaining knowledge thereof, a written notice to the Administrative Agent describing such Pricing Certificate Inaccuracy in reasonable detail (which description shall be shared with each Lender and the Borrower), or (B) the Borrower and the Lenders agree that there was a Pricing Certificate Inaccuracy at the time of delivery of a Pricing Certificate, and (ii) a proper calculation of the Sustainability Margin Adjustment, Sustainability Commitment Fee Adjustment or the KPI Metric Metrics would have resulted in an increase in the Applicable Margin or Commitment Fee Rate for any period, then the Borrowers shall be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable Issuing BankLender, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any the Borrower under the bankruptcy code (or any comparable event under non-U.S. debtor relief laws), automatically and without further action by the Administrative Agent, any Lender or any Issuing BankLender), but in any event within 10 Business Days after the Borrowers have Borrower has received written notice of, or has agreed in writing that there was, a Pricing Certificate Inaccuracy, an amount equal to the excess of (1) the amount of interest and fees that should have been paid for such period over (2) the amount of interest and fees actually paid for such period. If the Borrower becomes aware of any Pricing Certificate Inaccuracy and, in connection therewith, if a proper calculation of the Sustainability Margin Adjustment, Sustainability Commitment Fee Adjustment or the KPI Metric Metrics would have resulted in a decrease in the Applicable Margin or Commitment Fee Rate for any period, then, upon receipt by the Administrative Agent of notice from the Borrower of such Pricing Certificate Inaccuracy (which notice shall include corrections to the calculations of the Sustainability Margin Adjustment, Sustainability Commitment Fee Adjustment or the KPI MetricMetrics, as applicable), commencing on the Business Day following receipt by the Administrative Agent of such notice, the Applicable Margin and Commitment Fee Rate shall be adjusted to reflect the corrected calculations of the Sustainability Margin Adjustment, Sustainability Commitment Fee Adjustment or the KPI MetricMetrics, as applicable. Notwithstanding the foregoing or anything to the contrary herein, any information in a Pricing Certificate shall be deemed to be not materially inaccurate (and no Pricing Certificate Inaccuracy shall be deemed to have occurred in respect thereof), and any calculation of the Sustainability Margin Adjustment, the Sustainability Commitment Fee Adjustment or the KPI Metrics shall be deemed proper, and in each case shall not implicate this Section 1.3(d), if such information or calculation was made by the Borrower in good faith based on information reasonably available to the Borrower at the time such calculation was made. (e) It is understood and agreed that any Pricing Certificate Inaccuracy (and any consequences thereof) shall not constitute a Default or Event of Default; provided, that, the Borrower complies with the terms of this Section 1.3 with respect to such Pricing Certificate Inaccuracy. Notwithstanding anything to the contrary herein, unless such amounts shall be due upon the occurrence of an actual or deemed entry of an order for relief with respect to a the Borrower under the bankruptcy code (or any comparable event under non-U.S. debtor relief laws), (a) any additional amounts required to be paid pursuant to the immediate preceding paragraph shall not be due and payable until the date that is ten (10) Business Days after a written demand is made for such payment by the Administrative Agent in accordance with such paragraph, (b) any nonpayment of such additional amounts prior to or upon that is ten (10) Business Days after such written demand for payment by Administrative Agent shall not constitute a Default (whether retroactively or otherwise) and (c) none of such additional amounts shall be deemed overdue prior to such date that is ten (10) Business Days after such written demand or shall accrue interest at the rate determined in accordance with Section 2.10(c) prior to the date that is ten (10) Business Days after such written demand. (f) Each party hereto hereby agrees that the Administrative Agent and the Sustainability Structuring Agent shall not have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by any the Borrower of any Sustainability Margin Adjustment or Sustainability Commitment Fee Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any Pricing Certificate (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). In addition, the Borrower shall have no obligation to disclose any further data, computations or other information to the Administrative Agent or any Lender with respect to any KPI Metric, Sustainability Target or Sustainability Threshold. (g) As soon as available and in any event within 90 days following the end of each fiscal year of the Borrower (commencing with the fiscal year ending December 31, 20212023), the Borrower shall deliver to the Administrative Agent a Pricing Certificate for the most recently-ended calendar year; provided, that, for any calendar year the Borrowers Borrower may elect not to deliver a Pricing Certificate, and such election shall not constitute a Default or Event of Default (but such failure to so deliver a Pricing Certificate by the end of such 90-day period shall result in the Sustainability Margin Adjustment and Sustainability Commitment Fee Adjustment being applied as set forth in Section 1.3(c)).