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:

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 Loans 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, extent such Loans are not in the case Primary Currency of the Required Lenders, a copy to Prologis) that Prologis or Required Lenders (as applicable) have determined, that:applicable Tranche at such time.