Common use of Facility Fees Clause in Contracts

Facility Fees. (i) The Borrower shall pay to the Administrative Agent for the account of each Tranche 1 Lender in accordance with its Applicable Tranche 1 Percentage, a ticking fee (the “Tranche 1 Ticking Fee”) equal to the Applicable Rate times the actual daily outstanding principal amount of the Aggregate Tranche 1 Commitments subject to adjustment as provided in Section 2.17. The Tranche 1 Ticking Fee shall accrue commencing on August 15, 2021 to the end of the Availability Period, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Effective Date, and on the last day of the Availability Period. The Tranche 1 Ticking Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. (ii) The Borrower shall pay to the Administrative Agent for the account of each Tranche 2 Lender in accordance with its Applicable Tranche 2 Percentage, a ticking fee (the “Tranche 2 Ticking Fee”) equal to the Applicable Rate times the actual daily outstanding principal amount of the Aggregate Tranche 2 Commitments subject to adjustment as provided in Section 2.17. The Tranche 2 Ticking Fee shall accrue commencing on August 15, 2021 to the end of the Availability Period, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Effective Date, and on the last day of the Availability Period. The Tranche 2 Ticking Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fees. (i) The Borrower Prologis shall pay to the Administrative Agent applicable Funding Agent, for the account of each Applicable Tranche 1 Lender Lender, in accordance with its such Applicable Tranche 1 Lender’s Applicable Tranche Percentage, a ticking facility fee (in the “Primary Currency of the applicable Tranche 1 Ticking Fee”) equal to the Applicable Rate Margin for facility fees times the actual daily outstanding principal amount of the Aggregate Tranche 1 Commitments subject to adjustment as provided in Section 2.17Commitment for such Tranche (or, if the Aggregate Tranche Commitment for such Tranche has terminated, on the Outstanding Amount for such Tranche of all Loans under such Tranche and, if applicable, L/C Obligations under such Tranche), regardless of usage. The Tranche 1 Ticking Fee facility fees shall accrue commencing on August 15at all times during the Availability Period (and thereafter so long as any Loans or L/C Obligations under the applicable Tranche remain outstanding), 2021 to the end including at any time during which one or more of the Availability Periodconditions in Article VIII are not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Effective Closing Date, and on the last day of the Availability PeriodMaturity Date (and, if applicable, thereafter on demand). The Tranche 1 Ticking Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect. . Notwithstanding the foregoing or any other provision of this Agreement, (iia) The Prologis shall not be required to pay a facility fee to any Lender for any day on which such Lender is a Defaulting Lender, and (b) Prologis may appoint any applicable Borrower shall pay as paying agent for the payment of the facility fees, subject to the Administrative Agent for the account of each Tranche 2 Lender in accordance with its Applicable Tranche 2 Percentage, a ticking fee (the “Tranche 2 Ticking Fee”) equal to the Applicable Rate times the actual daily outstanding principal amount of the Aggregate Tranche 2 Commitments subject to adjustment as provided in Section 2.17. The Tranche 2 Ticking Fee shall accrue commencing on August 15, 2021 to the end of the Availability Period, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing agreement with the first such date to occur after the Effective Date, and on the last day of the Availability Period. The Tranche 2 Ticking Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectapplicable Funding Agent.

Facility Fees. (ia) The Borrower Prologis shall pay to the Administrative Agent applicable Funding Agent, for the account of each Applicable Tranche 1 Lender Lender, in accordance with its such Applicable Tranche 1 Lender’s Applicable Tranche Percentage, a ticking facility fee (in the “Primary Currency of the applicable Tranche 1 Ticking Fee”) equal to the Applicable Rate Margin for facility fees times the actual daily outstanding principal amount of the Aggregate Tranche 1 Commitments subject to adjustment as provided in Section 2.17Commitment for such Tranche (or, if the Aggregate Tranche Commitment for such Tranche has terminated, on the Outstanding Amount for such Tranche of all Loans under such Tranche and, if applicable, L/C Obligations under such Tranche), regardless of usage. The Tranche 1 Ticking Fee facility fees shall accrue commencing on August 15at all times during the Availability Period (and thereafter so long as any Loans or L/C Obligations under the applicable Tranche remain outstanding), 2021 to the end including at any time during which one or more of the Availability Periodconditions in Article VIII are not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Effective Closing Date, and on the last day of the Availability PeriodMaturity Date (and, if applicable, thereafter on demand). The Tranche 1 Ticking Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect. . Notwithstanding the foregoing or any other provision of this Agreement, (iia) The Prologis shall not be required to pay a facility fee to any Lender for any day on which such Lender is a Defaulting Lender, and (b) Prologis may appoint any applicable Borrower shall pay as paying agent for the payment of the facility fees, subject to the Administrative Agent for the account of each Tranche 2 Lender in accordance with its Applicable Tranche 2 Percentage, a ticking fee (the “Tranche 2 Ticking Fee”) equal to the Applicable Rate times the actual daily outstanding principal amount of the Aggregate Tranche 2 Commitments subject to adjustment as provided in Section 2.17. The Tranche 2 Ticking Fee shall accrue commencing on August 15, 2021 to the end of the Availability Period, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing agreement with the first such date to occur after the Effective Date, and on the last day of the Availability Period. The Tranche 2 Ticking Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectapplicable Funding Agent.

Facility Fees. (i) The Borrower Company shall pay to the Administrative Agent for the account of each Tranche 1 Lender in accordance with its Applicable Tranche 1 Percentage, a ticking facility fee (the “Tranche 1 Ticking Facility Fee”) in Dollars equal to the Applicable Rate times the actual daily outstanding principal amount of the Aggregate Tranche 1 Commitments (or, if the Aggregate Tranche 1 Commitments have terminated, on the Total Tranche 1 Outstandings), regardless of usage, subject to adjustment as provided in Section 2.17. The Tranche 1 Ticking Facility Fee shall accrue commencing on August 15at all times during the Availability Period (and thereafter so long as any Tranche 1 Loans, 2021 to the end Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the Availability Periodconditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Effective Closing Date, and on the last day of the Availability PeriodPeriod (and, if applicable, thereafter on demand). The Tranche 1 Ticking Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. (ii) The Borrower Company shall pay to the Administrative Agent for the account of each Tranche 2 Lender in accordance with its Applicable Tranche 2 Percentage, a ticking facility fee (the “Tranche 2 Ticking Facility Fee”) in Dollars equal to the Applicable Rate times the actual daily outstanding principal amount of the Aggregate Tranche 2 Commitments (or, if the Aggregate Tranche 2 Commitments have terminated, on the Total Tranche 2 Outstandings), regardless of usage, subject to adjustment as provided in Section 2.17. The Tranche 2 Ticking Facility Fee shall accrue commencing on August 15at all times during the Availability Period (and thereafter so long as any Tranche 2 Loans remain outstanding), 2021 to the end including at any time during which one or more of the Availability Periodconditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Effective Closing Date, and on the last day of the Availability PeriodPeriod (and, if applicable, thereafter on demand). The Tranche 2 Ticking Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fees. (i) The Borrower shall Borrowers agree, jointly and severally, to pay to the Administrative Agent Agent, for the account of distribution to each Tranche 1 Revolving Loan Lender in accordance with its Applicable Tranche 1 Percentageproportion to that Lender’s Pro Rata Share of the Commitments, a ticking fee facility fees (the “Tranche 1 Ticking FeeFacility Fees”) for the period from and including the Effective Date to and excluding the Commitment Termination Date equal to (i) the actual daily amount of the aggregate Commitments (whether used or unused) multiplied by (ii) a rate per annum equal to the Applicable Facility Fee Rate times at such time. Notwithstanding the actual daily foregoing, if any Revolving Loan Exposure remains outstanding principal amount of following the Aggregate Tranche 1 Commitments subject Commitment Termination Date, the Facility Fees shall continue to adjustment accrue on such Revolving Loan Exposure for so long as provided in Section 2.17. The Tranche 1 Ticking Fee shall accrue commencing on August 15, 2021 to the end of the Availability Period, such Revolving Loan Exposure remains outstanding and shall be payable on demand. In addition, the Facility Fees accrued with respect to the Commitment of a Defaulting Lender (except to the extent allocable to the Revolving Credit Loans, LC Disbursements and participations in Swing Line Loans actually funded by such Defaulting Lender) during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Facility Fees shall otherwise have been due and payable quarterly by the Borrowers prior to such time; provided, that no Facility Fees shall accrue on the Commitment of a Defaulting Lender (except to the extent allocable to the Revolving Credit Loans, LC Disbursements and participations in Swing Line Loans actually funded by such Defaulting Lender) so long as such Lender shall be a Defaulting Lender. The Facility Fees shall be payable in arrears on the last Business Day in each of each March, June, September and DecemberDecember of each year, commencing with on September 30, 2011, and ending on the first such date to occur after Commitment Termination Date (unless Revolving Loan Exposure shall be outstanding following the Effective Commitment Termination Date, and on the last day of the Availability Period. The Tranche 1 Ticking Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. (ii) The Borrower shall pay to the Administrative Agent for the account of each Tranche 2 Lender in accordance with its Applicable Tranche 2 Percentage, a ticking fee (the “Tranche 2 Ticking Fee”) equal to the Applicable Rate times the actual daily outstanding principal amount of the Aggregate Tranche 2 Commitments subject to adjustment as provided in Section 2.17. The Tranche 2 Ticking Fee shall accrue commencing on August 15, 2021 to the end of the Availability Period, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Effective Date, and on the last day of the Availability Period. The Tranche 2 Ticking Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectabove).

Facility Fees. (i) The Borrower shall pay to the Administrative Agent for the account of each Tranche 1 Lender in accordance with its Applicable Tranche 1 Percentage, a ticking fee (the “Tranche 1 Ticking Facility Fee”) for each day at a rate per annum equal to the Applicable Rate times Percentage for the actual daily outstanding principal amount of the Aggregate Tranche 1 Commitments subject to adjustment as provided in Section 2.17Facility Fee for such day. The Tranche 1 Ticking Facility Fee shall accrue commencing on August 15, 2021 from and including the Effective Date to but excluding the end last day of the Availability PeriodPeriod on the aggregate amount of each Lender’s Commitment (whether used or unused) on such day. In addition, the Borrower shall pay to each Issuing Lender a fee (the “Fronting Fee”) in respect of all Letters of Credit issued by such Issuing Lender computed at the rate equal to the product of (i) the difference between (a) the total average amount available for all of such Issuing Lender’s Letters of Credit outstanding hereunder and (b) the product of such Issuing Lender’s Commitment Ratio and the total average amount available for drawing under all Letters of Credit issued by all Issuing Lenders and outstanding hereunder and (ii) 0.15% per annum, on the average amount available for drawing under such Letter(s) of Credit. Fronting Fees shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Effective Date, Quarterly Date and on the last day Termination Date (or such earlier date as all Letters of the Availability Period. The Tranche 1 Ticking Fee Credit shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quartercanceled or expire). In addition, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. (ii) The Borrower shall agrees to pay to the Administrative Agent for the account of each Tranche 2 Lender in accordance with its Applicable Tranche 2 PercentageIssuing Lender, upon each issuance of, payment under, and/or amendment of, a ticking fee (Letter of Credit, such amount as shall at the “Tranche 2 Ticking Fee”) equal time of such issuance, payment or amendment be the administrative charges and expenses which such Issuing Lender is customarily charging for issuances of, payments under, or amendments to the Applicable Rate times the actual daily outstanding principal amount letters of the Aggregate Tranche 2 Commitments subject to adjustment as provided in Section 2.17. The Tranche 2 Ticking Fee shall accrue commencing on August 15, 2021 to the end of the Availability Period, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Effective Date, and on the last day of the Availability Period. The Tranche 2 Ticking Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied credit issued by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectit.

Facility Fees. (ia) The Borrower Prologis shall pay to the Administrative Agent applicable Funding Agent, for the account of each Applicable Tranche 1 Lender Lender, in accordance with its such Applicable Tranche 1 Lender’s Applicable Tranche Percentage, a ticking facility fee (in the “Primary Currency of the applicable Tranche 1 Ticking Fee”) equal to the Applicable Rate Margin for facility fees times the actual daily outstanding principal amount of the Aggregate Tranche 1 Commitments subject to adjustment as provided in Section 2.17Commitment for such Tranche (or, if the Aggregate Tranche Commitment for such Tranche has terminated, on the Outstanding Amount for such Tranche of all Loans under such Tranche and, if applicable, L/C Obligations under such Tranche), regardless of usage. The Tranche 1 Ticking Fee facility fees shall accrue commencing on August 15at all times during the Availability Period (and thereafter so long as any Loans or L/C Obligations under the applicable Tranche remain outstanding), 2021 to the end including at any time during which one or more of the Availability Periodconditions in Article VIII are not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Effective Closing Date, and on the last day of the Availability PeriodMaturity Date (and, if applicable, thereafter on demand). The Tranche 1 Ticking Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect. Notwithstanding the foregoing or any other provision of this Agreement, Prologis shall not be required to pay a facility fee to any Lender for any day on which such Lender is a Defaulting Lender. (ii) The Borrower shall pay to the Administrative Agent for the account of each Tranche 2 Lender in accordance with its Applicable Tranche 2 Percentage, a ticking fee (the “Tranche 2 Ticking Fee”) equal to the Applicable Rate times the actual daily outstanding principal amount of the Aggregate Tranche 2 Commitments subject to adjustment as provided in Section 2.17. The Tranche 2 Ticking Fee shall accrue commencing on August 15, 2021 to the end of the Availability Period, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Effective Date, and on the last day of the Availability Period. The Tranche 2 Ticking Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fees. (i) The Borrower With respect to each Tranche, the Borrowers shall pay to the Administrative Agent for the account of each the Lenders in the applicable Tranche 1 Lender in accordance with its Applicable Tranche 1 Percentagea facility fee (each, a ticking fee (the “Tranche 1 Ticking Facility Fee”) in the Primary Currency of the applicable Tranche equal to the Applicable Rate Margin for Facility Fees times the actual daily outstanding principal amount of the Aggregate Commitments for such Tranche 1 regardless of usage (or, if the Commitments subject to adjustment as provided in Section 2.17for such Tranche have terminated, on the Facility Exposure for such Tranche). The Tranche 1 Ticking Each Facility Fee shall accrue commencing on August 15at all times from the date hereof in the case of each Initial Lender, 2021 from the Supplemental Tranche Effective Date with respect to the end initial Lenders holding a Supplemental Tranche Commitment with respect to any Supplemental Tranche and from the Transfer Date applicable to the Assignment and Acceptance or the effective date specified in the Lender Accession Agreement, as the case may be, pursuant to which it became a Lender under the applicable Tranche in the case of each other Lender until the Availability Period, and Termination Date. Each Facility Fee shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Effective Closing Date, and on the last day of the Availability PeriodTermination Date (and, if applicable, thereafter on demand). The Tranche 1 Ticking Each Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect. (ii) The Borrower shall pay to the Administrative Agent for the account of each Tranche 2 Lender in accordance with its Applicable Tranche 2 Percentage, a ticking fee (the “Tranche 2 Ticking Fee”) equal to the Applicable Rate times the actual daily outstanding principal amount of the Aggregate Tranche 2 Commitments subject to adjustment as provided in Section 2.17. The Tranche 2 Ticking Fee shall accrue commencing on August 15, 2021 to the end of the Availability Period, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Effective Date, and on the last day of the Availability Period. The Tranche 2 Ticking Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fees. (ia) The Borrower shall P&G agrees to pay to the Administrative Agent for the account of each Tranche 1 Lender in accordance with its Applicable Tranche 1 Percentage, a ticking facility fee (the a “Tranche 1 Ticking Facility Fee”) equal to in Dollars on the Applicable Rate times sum of (i) the actual daily outstanding principal aggregate amount of such Lender’s Commitments plus (ii) such Lender’s ratable share of the aggregate amount of the Aggregate Tranche 1 Commitments subject to adjustment as provided in Section 2.17. The Tranche 1 Ticking Fee shall accrue commencing on August 15, 2021 to the end assumed by Affiliates of any of the Availability PeriodBorrowers pursuant to Section 2.18, from the Effective Date in the case of each Initial Lender and shall be due from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender until the Termination Date or the Maturity Date, as applicable to such Lender, at a rate per annum equal to 0.025% per annum, payable quarterly in arrears quarterly on the last Business Day day of each March, June, September and December, commencing with the first such date to occur after the Effective Date, December and on the last day of Termination Date or the Availability Period. The Tranche 1 Ticking Fee shall be calculated quarterly in arrearsMaturity Date, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectas applicable. (iib) The Borrower shall pay At any time prior to the Administrative Termination Date, unless P&G shall have notified the Agent for the account of each Tranche 2 Lender in accordance with its Applicable Tranche 2 Percentage, a ticking fee writing on or before 9:00 A.M. (the “Tranche 2 Ticking Fee”New York City time) equal to the Applicable Rate times the actual daily outstanding principal amount of the Aggregate Tranche 2 Commitments subject to adjustment as provided in Section 2.17. The Tranche 2 Ticking Fee shall accrue commencing on August 15, 2021 to the end of the Availability Period, and shall be due and payable quarterly in arrears on the last Business Day immediately preceding the last day of each March, June, September and DecemberDecember and the Termination Date, commencing with that it will pay, in cash, the first Facility Fees that are due and payable by it on such date, the Lenders will be deemed to have made Tranche A Advances and/or Tranche B Advances, as appropriate, on such date in an amount equal to occur after the Effective DateFacility Fees that would otherwise be due and payable on such date, in each case which Revolving Credit Advance, unless P&G has otherwise notified the Agent in writing on or before such Business Day, shall be a Eurocurrency Rate Advance denominated in Dollars (or the Equivalent in any other Optional Currency thereof) having an initial Interest Period of one week. Each Revolving Credit Advance made pursuant to this Section 2.04(b) shall be deemed to have made pursuant to the Commitments and on shall be subject to the last day limitations that the aggregate outstanding principal amount of the Availability Period. The Tranche 2 Ticking Fee shall be calculated quarterly A Advances may at no time exceed the amount of the Tranche A Facility then in arrears, effect and if there is any change in the Applicable Rate during any quarter, aggregate outstanding principal amount of the actual daily Tranche B Advances may at no time exceed the amount shall be computed and multiplied by of the Applicable Rate separately for each period during such quarter that such Applicable Rate was Tranche B Facility then in effect.

Facility Fees. (i) The Borrower shall pay to the Administrative Agent in Dollars (i) for the account of each Tranche 1 Lender in accordance with its Applicable Tranche 1 PercentageRevolving Credit Lender, a ticking fee (the “Tranche 1 Ticking Fee”) facility fee, which shall accrue at a rate per annum equal to the Applicable Rate times Margin on the actual average daily outstanding principal amount of the Aggregate Tranche 1 Commitments Revolving Credit Commitment of such Lender (or, if the Revolving Credit Commitment of such Lender has terminated, on the average daily amount of the Revolving Credit Exposure of such Lender) during the period from and including the Closing Date to but excluding the date on which such Revolving Credit Commitment terminates and such Lender’s Revolving Credit Exposure has been reduced to zero, regardless of usage, subject to adjustment as provided in Section 2.175.15(a)(iii)(A), (ii) for the account of each Term Loan Lender in respect of the Initial Term Loan, a facility fee, which shall accrue at a rate per annum equal to the Applicable Margin on such ▇▇▇▇▇▇’s portion of the Initial Term Loan during the period from and including the Closing Date to but excluding the date on which the outstanding principal amount of the Initial Term Loan is repaid in full, and (iii) for the account of each Term Loan Lender in respect of the Incremental Term A-1 Loan, a facility fee (collectively with the facility fees described in clauses (i) and (ii), the “Facility Fees” and each, a “Facility Fee”), which shall accrue at a rate per annum equal to the Applicable Margin on such Lender’s portion of the Incremental Term A-1 Loan during the period from and including the First Amendment Effective Date to but excluding the date on which the outstanding principal amount of the Incremental Term A-1 Loan is repaid in full. The Tranche 1 Ticking Fee shall accrue commencing on August 15, 2021 to the end of the Availability Period, and Facility Fees shall be due and payable quarterly in arrears on the last Business Day of each Marchcalendar quarter during the term of this Agreement commencing June 30, June2023 (or, September and Decembersolely in the case of the Incremental Term A-1 Loan, commencing with the first such date to occur after the Effective DateDecember 31, 2024), and ending on the last day date upon which all Obligations (other than contingent indemnification obligations not then due) arising under the Revolving Credit Facility shall have been indefeasibly and irrevocably paid and satisfied in full, all Letters of Credit have been terminated or expired (or been Cash Collateralized) and the Availability PeriodRevolving Credit Commitment has been terminated or all Obligations arising under the applicable Term Loan shall have been indefeasibly and irrevocably paid and satisfied in full, as applicable. The Tranche 1 Ticking Fee Facility Fees shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied distributed by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. (ii) The Borrower shall pay to the Administrative Agent for to the account of each Tranche 2 Lender Revolving Credit Lenders pro rata in accordance with its Applicable Tranche 2 Percentage, a ticking fee (the “Tranche 2 Ticking Fee”) equal Revolving Credit Lenders’ respective Revolving Credit Commitment Percentages and to the Applicable Rate times the actual daily outstanding principal amount of the Aggregate Tranche 2 Commitments subject to adjustment as provided applicable Term Loan Lenders pro rata in Section 2.17. The Tranche 2 Ticking Fee shall accrue commencing on August 15, 2021 to the end of the Availability Period, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing accordance with the first such date to occur after the Effective Date, and on the last day of the Availability Period. The Tranche 2 Ticking Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectTerm Loan Lenders’ respective Term Loan Percentages.

Facility Fees. (ia) The Borrower shall P&G agrees to pay to the Administrative Agent for the account of each Tranche 1 Lender in accordance with its Applicable Tranche 1 Percentage, a ticking facility fee (the a “Tranche 1 Ticking Facility Fee”) equal to in Dollars on the Applicable Rate times sum of (i) the actual daily outstanding principal aggregate amount of such Lender’s Commitments plus (ii) such Lender’s ratable share of the aggregate amount of the Aggregate Tranche 1 Commitments subject to adjustment as provided in Section 2.17. The Tranche 1 Ticking Fee shall accrue commencing on August 15, 2021 to the end assumed by Affiliates of any of the Availability PeriodBorrowers pursuant to Section 2.18, from the Effective Date in the case of each Initial Lender and shall be due from the effective date specified in the Assumption Agreement or the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender until the Termination Date applicable to such Lender, at a rate per annum equal to 0.025% per annum, payable quarterly in arrears quarterly on the last Business Day day of each March, June, September and December, commencing with the first such date to occur after the Effective Date, December and on the last final Termination Date; provided that, from and after the day of immediately following the Availability Period. The Tranche 1 Ticking 364-Day Initial Maturity Date, the Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectat a rate per annum equal to 0.035% per annum. (iib) The Borrower shall pay At any time prior to the Administrative 364-Day Initial Maturity Date, unless P&G shall have notified the Agent for the account of each Tranche 2 Lender in accordance with its Applicable Tranche 2 Percentage, a ticking fee writing on or before 9:00 A.M. (the “Tranche 2 Ticking Fee”New York City time) equal to the Applicable Rate times the actual daily outstanding principal amount of the Aggregate Tranche 2 Commitments subject to adjustment as provided in Section 2.17. The Tranche 2 Ticking Fee shall accrue commencing on August 15, 2021 to the end of the Availability Period, and shall be due and payable quarterly in arrears on the last Business Day immediately preceding the last day of each March, June, September and DecemberDecember and the final Termination Date, commencing with that it will pay, in cash, the first Facility Fees that are due and payable by it on such date, the Lenders will be deemed to have made Tranche A Advances and/or Tranche B Advances, as appropriate, on such date in an amount equal to occur after the Effective DateFacility Fees that would otherwise be due and payable on such date, in each case which Revolving Credit Advance, unless P&G has otherwise notified the Agent in writing on or before such Business Day, shall be a Eurocurrency Rate Advance denominated in Dollars (or the Equivalent in any other Optional Currency thereof) having an initial Interest Period of one week. Each Revolving Credit Advance made pursuant to this Section 2.04(b) shall be deemed to have made pursuant to the Commitments and on shall be subject to the last day limitations that the aggregate outstanding principal amount of the Availability Period. The Tranche 2 Ticking Fee shall be calculated quarterly A Advances may at no time exceed the amount of the Tranche A Facility then in arrears, effect and if there is any change in the Applicable Rate during any quarter, aggregate outstanding principal amount of the actual daily Tranche B Advances may at no time exceed the amount shall be computed and multiplied by of the Applicable Rate separately for each period during such quarter that such Applicable Rate was Tranche B Facility then in effect.

Facility Fees. (i) The Borrower shall pay to the Administrative Agent Agent, for the account of each Tranche 1 Lender the Lenders as provided herein below, from and after the Closing Date until the date on which the Aggregate Revolving Loan Commitment shall be terminated in accordance with its whole, a facility fee accruing at the rate of the then Applicable Tranche 1 Facility Fee Percentage, a ticking fee (the “Tranche 1 Ticking Fee”) equal to the Applicable Rate times the actual daily outstanding principal amount of on the Aggregate Tranche 1 Commitments subject to adjustment as provided in Section 2.17Revolving Loan Commitment. The Tranche 1 Ticking Fee shall accrue commencing on August 15, 2021 to the end of the Availability Period, and All such facility fees payable under this clause (b)(i) shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing fiscal quarter of the Borrower occurring after the Closing Date (with the first such date to occur after payment being calculated for the Effective Dateperiod from the Closing Date and ending on June 30, and 2003), and, in addition, on the last day of date on which the Availability PeriodAggregate Revolving Loan Commitment shall be terminated in whole. The Tranche 1 Ticking Fee Agent shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for pay to each period during Lender a pro rata portion of such quarter that facility fee based on such Applicable Rate was in effectLender's Revolving Loan Commitment. (ii) The Borrower shall pay to the Administrative Agent Agent, for the account of each Tranche 2 Lender the Lenders as provided herein below, from and after the Closing Date until the date on which the Aggregate Revolving Loan Commitment shall be terminated in accordance with its Applicable Tranche 2 Percentagewhole, a ticking utilization fee accruing at the rate of the then Applicable Utilization Fee Percentage on the Revolving Credit Obligations at any time the Revolving Credit Obligations exceed thirty-three percent (the “Tranche 2 Ticking Fee”33%) equal to the Applicable Rate times the actual daily outstanding principal amount of the Aggregate Tranche 2 Commitments subject to adjustment as provided in Section 2.17Revolving Loan Commitment. The Tranche 2 Ticking Fee shall accrue commencing on August 15, 2021 to the end of the Availability Period, and All such utilization fees payable under this clause (b)(ii) shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing fiscal quarter of the Borrower occurring after the Closing Date (with the first such date to occur after payment being calculated for the Effective Dateperiod from the Closing Date and ending on June 30, 2003), and in addition, on the last day date on which the Aggregate Revolving Loan Commitment shall be terminated in whole. The Agent shall pay to each Lender a pro rata portion of such utilization fee based on such Lender's Revolving Loan Commitment. (iii) The Borrower agrees to pay to the Agent for the sole account of the Availability Period. The Tranche 2 Ticking Fee shall be calculated quarterly in arrears, and if there is any change Agent the fees set forth in the Applicable Rate during any quarterletter agreement between the Agent and the Borrower dated April 17, 2003, payable at the actual daily times and in the amounts set forth therein. (iv) The Borrower agrees to pay to the Agent for the benefit of the Lenders on or before the Closing Date a commitment fee in the amount shall be computed and multiplied by of 12.5 bps on the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectAggregate Revolving Loan Commitment.

Facility Fees. (i) The Borrower With respect to each Tranche, subject to the Sustainability Facility Fee Adjustment, the Borrowers shall pay to the Administrative Agent for the account of each the Lenders in the applicable Tranche 1 Lender in accordance with its Applicable Tranche 1 Percentagea facility fee (each, a ticking fee (the “Tranche 1 Ticking Facility Fee”) in the Primary Currency of the applicable Tranche equal to the Applicable Rate Margin for Facility Fees times the actual daily outstanding principal amount of the Aggregate Commitments for such Tranche 1 regardless of usage (or, if the Commitments subject to adjustment as provided in Section 2.17for such Tranche have terminated, on the Facility Exposure for such Tranche). The Tranche 1 Ticking Each Facility Fee shall accrue commencing on August 15at all times from the date hereof in the case of each Initial Lender, 2021 from the Supplemental Tranche Effective Date with respect to the end initial Lenders holding a Supplemental Tranche Commitment with respect to any Supplemental Tranche and from the Transfer Date applicable to the Assignment and Acceptance or the effective date specified in the Lender Accession Agreement, as the case may be, pursuant to which it became a Lender under the applicable Tranche in the case of each other Lender until the Availability Period, and Termination Date. Each Facility Fee shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Effective Closing Date, and on the last day of the Availability PeriodTermination Date (and, if applicable, thereafter on demand). The Tranche 1 Ticking Each Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect. (ii) The Borrower shall pay to the Administrative Agent for the account of each Tranche 2 Lender in accordance with its Applicable Tranche 2 Percentage, a ticking fee (the “Tranche 2 Ticking Fee”) equal to the Applicable Rate times the actual daily outstanding principal amount of the Aggregate Tranche 2 Commitments subject to adjustment as provided in Section 2.17. The Tranche 2 Ticking Fee shall accrue commencing on August 15, 2021 to the end of the Availability Period, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Effective Date, and on the last day of the Availability Period. The Tranche 2 Ticking Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fees. (i) The Borrower ProLogis shall pay to the Administrative Agent applicable Funding Agent, for the account of each Applicable Tranche 1 Lender Lender, in accordance with its such Applicable Tranche 1 Lender’s Applicable Tranche Percentage, a ticking facility fee (in the “Primary Currency of the applicable Tranche 1 Ticking Fee”) equal to the Applicable Rate Margin for facility fees times the actual daily outstanding principal amount of the Aggregate Tranche 1 Commitments subject to adjustment as provided in Section 2.17Commitment for such Tranche (or, if the Aggregate Tranche Commitment for such Tranche has terminated, on the Outstanding Amount for such Tranche of all Loans under such Tranche and, if applicable, L/C Obligations under such Tranche), regardless of usage. The Tranche 1 Ticking Fee facility fees shall accrue commencing on August 15at all times during the Availability Period (and thereafter so long as any Loans or L/C Obligations under the applicable Tranche remain outstanding), 2021 to the end including at any time during which one or more of the Availability Periodconditions in Article X are not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Effective Closing Date, and on the last day of the Availability PeriodMaturity Date (and, if applicable, thereafter on demand). The Tranche 1 Ticking Fee facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect. Notwithstanding the foregoing or any other provision of this Agreement, ProLogis shall not be required to pay a facility fee to any Lender for any day on which such Lender is a Defaulting Lender. (ii) The Borrower shall pay to the Administrative Agent for the account of each Tranche 2 Lender in accordance with its Applicable Tranche 2 Percentage, a ticking fee (the “Tranche 2 Ticking Fee”) equal to the Applicable Rate times the actual daily outstanding principal amount of the Aggregate Tranche 2 Commitments subject to adjustment as provided in Section 2.17. The Tranche 2 Ticking Fee shall accrue commencing on August 15, 2021 to the end of the Availability Period, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Effective Date, and on the last day of the Availability Period. The Tranche 2 Ticking Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fees. (i) The Borrower shall Borrowers agree, jointly and severally, to pay to the Administrative Agent Agent, for the account of distribution to each Tranche 1 Lender in accordance with its Applicable Tranche 1 Percentageproportion to that Lender’s Pro Rata Share of the Commitments, a ticking fee facility fees (the “Tranche 1 Ticking FeeFacility Fees”) for the period from and including the Initial Effective Date to and excluding the Commitment Termination Date equal to (i) the actual daily amount of the aggregate Commitments (whether used or unused) multiplied by (ii) a rate per annum equal to the Applicable Facility Fee Rate times at such time. Notwithstanding the actual daily foregoing, if any Revolving Loan Exposure remains outstanding principal amount of following the Aggregate Tranche 1 Commitments subject Commitment Termination Date, the Facility Fees shall continue to adjustment accrue on such Revolving Loan Exposure for so long as provided in Section 2.17. The Tranche 1 Ticking Fee shall accrue commencing on August 15, 2021 to the end of the Availability Period, such Revolving Loan Exposure remains outstanding and shall be payable on demand. In addition, the Facility Fees accrued with respect to the Commitment of a Defaulting Lender (except to the extent allocable to the Loans and LC Disbursements actually funded by such Defaulting Lender) during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Facility Fees shall otherwise have been due and payable quarterly by the Borrowers prior to such time; provided, that no Facility Fees shall accrue on the Commitment of a Defaulting Lender (except to the extent allocable to the Loans and LC Disbursements actually funded by such Defaulting Lender) so long as such Lender shall be a Defaulting Lender. The Facility Fees shall be payable in arrears on the last Business Day in each of each March, June, September and DecemberDecember of each year, commencing with on September 30, 2011, and ending on the first such date to occur after Commitment Termination Date (unless Revolving Loan Exposure shall be outstanding following the Effective Commitment Termination Date, and on the last day of the Availability Period. The Tranche 1 Ticking Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. (ii) The Borrower shall pay to the Administrative Agent for the account of each Tranche 2 Lender in accordance with its Applicable Tranche 2 Percentage, a ticking fee (the “Tranche 2 Ticking Fee”) equal to the Applicable Rate times the actual daily outstanding principal amount of the Aggregate Tranche 2 Commitments subject to adjustment as provided in Section 2.17. The Tranche 2 Ticking Fee shall accrue commencing on August 15, 2021 to the end of the Availability Period, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Effective Date, and on the last day of the Availability Period. The Tranche 2 Ticking Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectabove).

Facility Fees. (i) The Borrower shall pay to the Administrative Agent Agent, for the account of each Tranche 1 Lender the Lenders as provided herein below, from and after the Closing Date until the date on which the Aggregate Revolving Loan Commitment shall be terminated in accordance with its whole, a facility fee accruing at the rate of the then Applicable Tranche 1 Facility Fee Percentage, a ticking fee (the “Tranche 1 Ticking Fee”) equal to the Applicable Rate times the actual daily outstanding principal amount of on the Aggregate Tranche 1 Commitments subject to adjustment as provided in Section 2.17Revolving Loan Commitment. The Tranche 1 Ticking Fee shall accrue commencing on August 15, 2021 to the end of the Availability Period, and All such facility fees payable under this clause (b)(i) shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing fiscal quarter of the Borrower occurring after the Closing Date (with the first such date to occur after payment being calculated for the Effective Dateperiod from the Closing Date and ending on June 30, and 2002), and, in addition, on the last day of date on which the Availability PeriodAggregate Revolving Loan Commitment shall be terminated in whole. The Tranche 1 Ticking Fee Agent shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for pay to each period during Lender a pro rata portion of such quarter that facility fee based on such Applicable Rate was in effectLender's Revolving Loan Commitment. (ii) The Borrower shall pay to the Administrative Agent Agent, for the account of each Tranche 2 Lender the Lenders as provided herein below, from and after the Closing Date until the date on which the Aggregate Revolving Loan Commitment shall be terminated in accordance with its Applicable Tranche 2 Percentagewhole, a ticking utilization fee accruing at the rate of the then Applicable Utilization Fee Percentage on the Revolving Credit Obligations at any time the Revolving Credit Obligations exceed thirty-three percent (the “Tranche 2 Ticking Fee”33%) equal to the Applicable Rate times the actual daily outstanding principal amount of the Aggregate Tranche 2 Commitments subject to adjustment as provided in Section 2.17Revolving Loan Commitment. The Tranche 2 Ticking Fee shall accrue commencing on August 15, 2021 to the end of the Availability Period, and All such utilization fees payable under this clause (b)(ii) shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing fiscal quarter of the Borrower occurring after the Closing Date (with the first such date to occur after payment being calculated for the Effective Dateperiod from the Closing Date and ending on June 30, 2002), and in addition, on the last day date on which the Aggregate Revolving Loan Commitment shall be terminated in whole. The Agent shall pay to each Lender a pro rata portion of such utilization fee based on such Lender's Revolving Loan Commitment. (iii) The Borrower agrees to pay to the Agent for the sole account of the Availability Period. The Tranche 2 Ticking Fee shall be calculated quarterly in arrears, Agent (unless otherwise agreed between the Agent and if there is any change Lender) the fees set forth in the Applicable Rate during any quarterletter agreement between the Agent and the Borrower dated April 4, 2002, payable at the actual daily amount shall be computed times and multiplied by in the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectamounts set forth therein.

Facility Fees. (i) The Borrower shall pay to the Administrative Agent Agent, for the account of each Tranche 1 Lender the Lenders as provided herein below, from and after the Closing Date until the date on which the Aggregate Revolving Loan Commitment shall be terminated in accordance with its whole, a facility fee accruing at the rate of the then Applicable Tranche 1 Facility Fee Percentage, a ticking fee (the “Tranche 1 Ticking Fee”) equal to the Applicable Rate times the actual daily outstanding principal amount of on the Aggregate Tranche 1 Commitments subject to adjustment as provided in Section 2.17Revolving Loan Commitment. The Tranche 1 Ticking Fee shall accrue commencing on August 15, 2021 to the end of the Availability Period, and All such facility fees payable under this clause (b)(i) shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing fiscal quarter of the Borrower occurring after the Closing Date (with the first such date to occur after payment being calculated for the Effective Dateperiod from the Closing Date and ending on June 30, and 2004), and, in addition, on the last day of date on which the Availability PeriodAggregate Revolving Loan Commitment shall be terminated in whole. The Tranche 1 Ticking Fee Agent shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for pay to each period during Lender a pro rata portion of such quarter that facility fee based on such Applicable Rate was in effectLender's Revolving Loan Commitment. (ii) The Borrower shall pay to the Administrative Agent Agent, for the account of each Tranche 2 Lender the Lenders as provided herein below, from and after the Closing Date until the date on which the Aggregate Revolving Loan Commitment shall be terminated in accordance with its Applicable Tranche 2 Percentagewhole, a ticking utilization fee accruing at the rate of the then Applicable Utilization Fee Percentage on the Revolving Credit Obligations at any time the Revolving Credit Obligations exceed thirty-three percent (the “Tranche 2 Ticking Fee”33%) equal to the Applicable Rate times the actual daily outstanding principal amount of the Aggregate Tranche 2 Commitments subject to adjustment as provided in Section 2.17Revolving Loan Commitment. The Tranche 2 Ticking Fee shall accrue commencing on August 15, 2021 to the end of the Availability Period, and All such utilization fees payable under this clause (b)(ii) shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing fiscal quarter of the Borrower occurring after the Closing Date (with the first such date to occur after payment being calculated for the Effective Dateperiod from the Closing Date and ending on June 30, 2004), and in addition, on the last day date on which the Aggregate Revolving Loan Commitment shall be terminated in whole. The Agent shall pay to each Lender a pro rata portion of such utilization fee based on such Lender's Revolving Loan Commitment. (iii) The Borrower agrees to pay to the Agent for the sole account of the Availability Period. The Tranche 2 Ticking Fee shall be calculated quarterly in arrears, and if there is any change Agent the fees set forth in the Applicable Rate during any quarterletter agreement between the Agent and the Borrower dated April 15, 2004, payable at the actual daily times and in the amounts set forth therein. (iv) The Borrower agrees to pay to the Agent for the benefit of the Lenders on or before the Closing Date a commitment fee in the amount shall be computed and multiplied by of 10.0 bps on the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectAggregate Revolving Loan Commitment.

Facility Fees. (i) The Borrower With respect to each Tranche, the Borrowers shall pay to the Administrative Agent for the account of each the Lenders in the applicable Tranche 1 Lender in accordance with its Applicable Tranche 1 Percentagea facility fee (each, a ticking fee (the “Tranche 1 Ticking Facility Fee”) in the Primary Currency of the applicable Tranche equal to the Applicable Rate Margin for Facility Fees times the actual daily outstanding principal amount of the Aggregate Commitments for such Tranche 1 regardless of usage (or, if the Commitments subject to adjustment as provided in Section 2.17for such Tranche have terminated, on the Facility Exposure for such Tranche). The Tranche 1 Ticking Each Facility Fee shall accrue commencing on August 15at all times from the date hereof in the case of each Initial Lender, 2021 from the Supplemental Tranche Effective Date with respect to the end initial Lenders holding a Supplemental Tranche Commitment with Digital Realty – Credit Agreement respect to any Supplemental Tranche and from the Transfer Date applicable to the Assignment and Acceptance or the effective date specified in the Lender Accession Agreement, as the case may be, pursuant to which it became a Lender under the applicable Tranche in the case of each other Lender until the Availability Period, and Termination Date. Each Facility Fee shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Effective Closing Date, and on the last day of the Availability PeriodTermination Date (and, if applicable, thereafter on demand). The Tranche 1 Ticking Each Facility Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate Margin separately for each period during such quarter that such Applicable Rate Margin was in effect. (ii) The Borrower shall pay to the Administrative Agent for the account of each Tranche 2 Lender in accordance with its Applicable Tranche 2 Percentage, a ticking fee (the “Tranche 2 Ticking Fee”) equal to the Applicable Rate times the actual daily outstanding principal amount of the Aggregate Tranche 2 Commitments subject to adjustment as provided in Section 2.17. The Tranche 2 Ticking Fee shall accrue commencing on August 15, 2021 to the end of the Availability Period, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Effective Date, and on the last day of the Availability Period. The Tranche 2 Ticking Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fees. (i) The Borrower shall Accruing from the Closing Date until the Expiration Date, the Borrowers agree to pay to the Administrative Agent in Dollars for the account of each Tranche 1 Revolving Credit Lender in accordance with according to its Applicable Tranche 1 Revolving Credit Percentage, a ticking nonrefundable facility fee (the “Tranche 1 Ticking Facility Fee”) equal to the Applicable Facility Fee Rate (computed on the basis of a year of 360 days and actual days elapsed) times the actual daily outstanding principal amount (whether used or unused) of the Aggregate Tranche 1 Commitments subject aggregate Revolving Credit Commitments; provided that the Facility Fee accrued with respect to adjustment the Revolving Credit Commitment of a Defaulting Lender (except to the extent allocable to the Revolving Credit Loans, Letter of Credit Advances and participations in Swing Loans actually funded by such Defaulting Lender) during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that the Facility Fee shall otherwise have been due and payable by the Borrowers prior to such time; provided in Section 2.17. The Tranche 1 Ticking further that no Facility Fee shall accrue commencing on August 15, 2021 the Revolving Credit Commitment of a Defaulting Lender (except to the end extent allocable to the Revolving Credit Loans, Letter of Credit Advances and participations in Swing Loans actually funded by such Defaulting Lender) so long as such Lender shall be a Defaulting Lender. Subject to the proviso in the directly preceding sentence, all Facility Fees shall be payable in arrears accrued through and including the most recent Accrual Date on each Payment Date. Notwithstanding the foregoing, if any Revolving Credit Loans, Swing Loans or Letter of Credit Obligations remain outstanding following the Expiration Date or termination of the Availability PeriodRevolving Credit Commitments, the Facility Fee shall continue to accrue on such Revolving Credit Loans, Swing Loans or Letter of Credit Obligations for so long as they shall remain outstanding and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Effective Date, and on the last day of the Availability Period. The Tranche 1 Ticking Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectdemand. (ii) The Borrower shall pay to the Administrative Agent for the account of each Tranche 2 Lender in accordance with its Applicable Tranche 2 Percentage, a ticking fee (the “Tranche 2 Ticking Fee”) equal to the Applicable Rate times the actual daily outstanding principal amount of the Aggregate Tranche 2 Commitments subject to adjustment as provided in Section 2.17. The Tranche 2 Ticking Fee shall accrue commencing on August 15, 2021 to the end of the Availability Period, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Effective Date, and on the last day of the Availability Period. The Tranche 2 Ticking Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fees. (i) The Borrower Company shall pay to the Administrative Agent for the account of each Tranche 1 Lender in accordance with its Applicable Tranche 1 Percentage, a ticking fee (the “Tranche 1 Ticking Fee”) equal to the Applicable Rate times the actual daily outstanding principal amount of the Aggregate Tranche 1 Commitments subject to adjustment as provided in Section 2.17. The Tranche 1 Ticking Fee shall accrue commencing on August 15September 28, 2021 2017 to the end of the Availability Period, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Effective Date, and on the last day of the Availability Period. The Tranche 1 Ticking Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.. 37 (iii) The Borrower Company shall pay to the Administrative Agent for the account of each Tranche 2 Lender in accordance with its Applicable Tranche 2 Percentage, a ticking fee (the “Tranche 2 Ticking Fee”) equal to the Applicable Rate times the actual daily outstanding principal amount of the Aggregate Tranche 2 Commitments subject to adjustment as provided in Section 2.17. The Tranche 2 Ticking Fee shall accrue commencing on August 15September 28, 2021 2017 to the end of the Availability Period, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Effective Date, and on the last day of the Availability Period. The Tranche 2 Ticking Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Facility Fees. (i) The Borrower Company shall pay to the Administrative Agent for the account of each Tranche 1 Lender in accordance with its Applicable Tranche 1 Percentage, Bank a ticking facility fee (each a "Facility Fee") on (i) for any date prior to and including the “Tranche 1 Ticking Fee”Transition Date, such Bank's Commitment, and (ii) for any date after the Transition Date, the outstanding principal of such Bank's Term Loan computed on a quarterly basis in arrears on the last Business Day of each calendar quarter equal to such Bank's Commitment in effect or the Applicable Rate times the actual daily outstanding principal amount of such Bank's Term Loan outstanding, as the Aggregate Tranche 1 Commitments subject to adjustment case may be, for that quarter as provided in Section 2.17calculated by the Administrative Agent, times the Applicable Facility Fee Rate for such period. The Tranche 1 Ticking Facility Fee shall accrue commencing on August 15, 2021 from the Closing Date to the end of the Availability Period, Termination Date and shall be due and payable quarterly in arrears on the last Business Day of each Marchcalendar quarter commencing on June 30, June1998 through the Termination Date, September and December, commencing with the first final payment to be made on the Termination Date; provided that, (i) in connection with any reduction or termination of Commitments under Section 2.5 the accrued Facility Fee calculated for the period ending on such date to occur after the Effective Date, and shall also be paid on the last day date of the Availability Period. The Tranche 1 Ticking Fee shall be calculated quarterly in arrears, such reduction or termination and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. (ii) The Borrower shall pay to the Administrative Agent for the account of each Tranche 2 Lender in accordance with its Applicable Tranche 2 Percentage, a ticking fee (the “Tranche 2 Ticking Fee”) equal to the Applicable Rate times the actual daily outstanding principal amount of the Aggregate Tranche 2 Commitments subject to adjustment as provided in Section 2.17. The Tranche 2 Ticking Facility Fee shall accrue commencing on August 15, 2021 to the end of the Availability Period, and shall be due and payable quarterly in arrears on the last Business Day of each MarchTransition Date, June, September and December, commencing with the first following quarterly payment being calculated on the basis of the period from such reduction or termination date or Transition Date to occur such quarterly payment date. The Facility Fees provided in this subsection shall accrue at all times after the Effective Dateabove-mentioned commencement date, and on the last day of the Availability Period. The Tranche 2 Ticking Fee shall be calculated quarterly including at any time during which one or more conditions in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectArticle V are not met.

Facility Fees. In consideration of Lenders' commitment to enter into this Agreement and to advance funds to Borrower hereunder, (i) The Borrower shall will pay to the Administrative Agent Agent, for the account of pro rata distribution to each Tranche 1 A Lender in accordance with its Applicable Tranche 1 PercentageA Percentage Share, a ticking facility fee (for Tranche A Commitment determined on a daily basis by applying the “Tranche 1 Ticking Fee”) equal A Facility Fee Rate to the Applicable Rate times the actual daily outstanding principal amount of the Aggregate Tranche 1 Commitments subject to adjustment as provided in Section 2.17. The Tranche 1 Ticking Fee shall accrue commencing on August 15, 2021 to the end of the Availability PeriodA Commitment, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Effective Date, and on the last day of the Availability Period. The Tranche 1 Ticking Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. (ii) The Borrower shall will pay to the Administrative Agent for the account of pro rata distribution to each Tranche 2 B Lender in accordance with its Applicable Tranche 2 PercentageB Percentage Share, a ticking facility fee (for the “Tranche 2 Ticking Fee”) equal B Commitment determined on a daily basis by applying the Tranche B Facility Fee Rate to the Applicable Rate times Tranche B Commitment. Promptly at the actual daily outstanding principal amount end of each Fiscal Quarter Agent shall calculate the facility fees then due and shall notify Borrower thereof. Borrower shall pay such facility fee to Agent within five Business Days after receiving such notice." § 2.5. LCs. Article III of the Aggregate Original Agreement is hereby amended in its entirety to read as follows: Section 3.1. LCs. From time to time during the Tranche 2 Commitments B Commitment Period, Borrower may request Issuing Bank to issue, in reliance on the agreements of Tranche B Lenders set forth in Section 3.2(b), letters of credit (each herein called an "LC") by means of an application in the form of Exhibit C, appropriately completed and with a proposed form of LC attached. Issuing Bank shall have no obligation whatsoever to issue any such requested LC, but any such LC which Issuing Bank does issue shall be subject to adjustment as provided in Section 2.17. The Tranche 2 Ticking Fee all terms and provisions hereof relating to LCs, and shall accrue commencing on August 15, 2021 be subject to the following restrictions: (a) no LC issued hereunder shall have an expiration date later than the earlier of two years after the date of issuance thereof or the end of the Availability Tranche B Commitment Period, and without the prior written consent of all Tranche B Lenders; (b) no LC issued hereunder shall be due issued in an amount greater than $10,000,000 without the prior written consent of Tranche B Majority Lenders; (c) the LC Obligations outstanding shall at no time exceed the LC Sublimit; (d) the sum of (i) the LC Obligations outstanding and payable quarterly in arrears on (ii) the last Business Day aggregate amount of each March, June, September all Tranche B Loans does not exceed the Tranche B Commitment; and December, commencing with (e) the first such date to occur after aggregate amount of all Loans (including Committed Loans and Competitive Bid Loans) and all LC Obligations does not exceed the Effective Date, and on the last day of the Availability Period. The Tranche 2 Ticking Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectCommitment.

Facility Fees. (i) The Borrower shall pay to the Administrative Agent Agent, for the account ratable accounts of each Tranche 1 the Lenders (other than any Defaulting Lender in accordance with its Applicable Tranche 1 Percentageduring the period that such Lender is a Defaulting Lender), a ticking fee facility fees (the “Tranche 1 Ticking FeeFacility Fees”) at the rate per annum equal to the Applicable Rate times the actual daily outstanding principal amount (a) for each day Level I Status exists, 0.25% of the Aggregate Tranche 1 aggregate Commitments subject to adjustment in effect on such day, (b) for each day Level II Status exists, 0.30% of the aggregate Commitments in effect on such day, (c) for each day that Level III Status exists, 0.375% of the aggregate Commitments in effect for such day and (d) for each day that Level IV Status exists, 0.50% of the aggregate Commitments in effect for such day; provided, however, that the rate at which Facility Fees accrue shall be increased by 0.10% per annum at each level of Status so long as provided a Pricing Increase Period is in Section 2.17effect. Each change in the rate per annum at which the Facility Fees are calculated as a result of a change in Status shall become effective on the date upon which such change in Status occurs; provided, however, that no reduction in such rate per annum shall be effective so long as any Default or Event of Default shall be continuing. The Tranche 1 Ticking Fee Facility Fees shall begin to accrue commencing on August 15, 2021 to the end of the Availability Period, and shall be due and payable quarterly in arrears on Date. On the first Business Day following the last Business Day day of each March, June, September and December, commencing with the first such date to occur calendar quarter ending after the Effective Availability Date, and on the last day of the Availability Period. The Tranche 1 Ticking Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarterTermination Date, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. (ii) The Borrower shall pay to the Administrative Agent Agent, for the account of each Tranche 2 Lender in accordance with its Applicable Tranche 2 Percentage, a ticking fee (the “Tranche 2 Ticking Fee”) equal to the Applicable Rate times the actual daily outstanding principal amount ratable benefit of the Aggregate Tranche 2 Commitments subject to adjustment as provided in Section 2.17. The Tranche 2 Ticking Fee shall accrue commencing on August 15Lenders, 2021 to all of the Facility Fees which accrued during and through the end of the Availability Periodcalendar quarter most recently ended (or, and in the case of payment due on the Termination Date, the portion of the calendar quarter ending on such date). The Facility Fees shall be due and based upon the aggregate Commitments of the Lenders in effect from time to time, whether used or unused. If for any reason any Loans or L/C Obligations remain outstanding after termination of the Commitments, the Facility Fees shall be payable quarterly in arrears on the last Business Day of each March, June, September aggregate outstanding Loans and December, commencing with the first such date to occur after the Effective Date, and L/C Obligations rather than on the last day of the Availability Period. The Tranche 2 Ticking Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effectaggregate Commitments.