SECOND AMENDMENT (GLOC II)

Exhibit 10.2

Execution Version

SECOND AMENDMENT

(GLOC II)

THIS SECOND AMENDMENT dated as of June 30, 2022 (this “Amendment”) amends the Global Senior Credit Agreement (as amended by that certain First Amendment, dated as of September 20, 2021, the “Global Credit Agreement”) dated as of April 15, 2021, among Prologis, L.P. (“Prologis”), certain Affiliate Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Global Administrative Agent, and such other Agents named therein. Unless otherwise defined herein, capitalized terms used herein have the respective meanings set forth in the Global Credit Agreement.

WHEREAS, the parties have agreed to amend certain terms and provisions of the Global Credit Agreement as more particularly described herein;

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. AMENDMENTS. Upon the effectiveness hereof, the Global Credit Agreement shall be amended (including schedules and exhibits thereto) in its entirety in the form of Exhibit A attached hereto.

SECTION 2. EFFECTIVENESS. The amendments set forth in Section 1 above (including the removal of Prologis U.K. Funding II B.V. as an Affiliate Borrower and the addition of PLD GBP Finance LP as an Affiliate Borrower) shall become effective on the date (the “Effective Date”) on which the following conditions have been met:

2.1 Documents.

(a) Global Administrative Agent’s receipt of counterparts of this Amendment executed by Prologis, Administrative Agent and the Lenders required pursuant to the terms of the Credit Agreement.

(b) The Second Amended and Restated Global Senior Credit Agreement dated as of January 16, 2019 among Prologis, L.P., various other parties, and Bank of America, N.A., as global administrative agent, as amended by the First Amendment dated as of September 20, 2021 shall have been amended and restated or replaced.

(c) With respect to PLD GBP Finance LP (the “New Borrower”), the Administrative Agent shall have received: (i) an opinion of the New Borrower’s counsel; (ii) an officer’s certificate certifying (A) the Organization Documents of the New Borrower, (B) resolutions of the New Borrower’s general partner authorizing the execution, delivery and performance of the Global Credit Agreement, as amended hereby, certified as being in full force and effect without modification or amendment, and (C) signatures and incumbency of officers of the New Borrower’s general partner; and (iii) certificates of existence and good standing for the New Borrower issued by its state of organization.

Second Amendment to

Global Senior Credit Agreement (GLOC II)

2.2 Fees and Expenses.

(a) Any fees required to be paid on or before the Effective Date shall have been paid.

(b) Unless waived by Global Administrative Agent, Prologis shall have paid all reasonable and documented fees, charges and disbursements of counsel to Global Administrative Agent to the extent invoiced at least two Business Days prior to the Effective Date.

2.3 Representations and Warranties. The representations and warranties in Section 3 below shall be true and correct.

SECTION 3. REPRESENTATIONS AND WARRANTIES.

3.1 Representations and Warranties. The representations and warranties of each Loan Party (including PLD GBP Finance LP) contained in Article IX of the Global Credit Agreement are true and correct in all material respects (without duplication of any materiality qualifications set forth therein) on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (without duplication of any materiality qualifications set forth therein) as of such earlier date, and except that for purposes of this Section 3.1, the representations and warranties contained in clauses (a) and (b) of Section 9.5 of the Global Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 10.1 of the Global Credit Agreement.

3.2 Default. No Default exists or would exist after giving effect to Section 4 below.

SECTION 4. BORROWER ACCESSION. Pursuant to Section 1 above, Schedule 2.3 of the Global Credit Agreement is being amended in connection with this Amendment. From and after the Effective Date, Prologis U.K. Funding II B.V. shall no longer be an Affiliate Borrower or a Loan Party under the Global Credit Agreement, and PLD GBP Finance LP shall be an Affiliate Borrower and a Loan Party under the Global Credit Agreement. PLD GBP Finance LP undertakes, upon its becoming a Borrower, to perform all the obligations expressed to be undertaken under the Credit Agreement by an Affiliate Borrower and agrees that it shall be bound by the Credit Agreement in all respects as if it had been an original party thereto as an Affiliate Borrower. Prologis confirms that as of the Effective Date, (i) Prologis U.K. Funding II B.V., has no Obligations under the Global Credit Agreement and has no outstanding Request for Credit Extensions and (ii) PLD GBP Finance LP constitutes an Eligible Affiliate.

SECTION 5. RATIFICATIONS. Each Loan Party that is a party hereto ratifies and confirms all provisions of the Loan Documents to which it is a party as amended by this Amendment.

SECTION 6. LENDER JOINDER. Each Lender party to this Amendment that was not a Lender under the Global Credit Agreement prior to the date hereof agrees that it shall be a party to the Global Credit Agreement as a “Subsequent Lender” under the Tranches indicated on Schedules 2.1 and shall have the rights and obligations of a Lender under the Loan Documents on and after the Effective Date. Each Subsequent Lender hereby makes the representations and warranties set forth on Exhibit G (Joinder Agreement) to the Global Credit Agreement.

Second Amendment to

Global Senior Credit Agreement (GLOC II)

SECTION 7. MISCELLANEOUS.

7.1 Continuing Effectiveness, etc. As herein amended, the Global Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. After the effectiveness hereof, all references in the Global Credit Agreement and any related document to the “Global Credit Agreement” or similar terms shall refer to the Global Credit Agreement as amended hereby. This Amendment is a Loan Document.

7.2 Incorporation of Global Credit Agreement Provisions. The provisions of Sections 14.4 (Expenses; Indemnity; Damage Waiver), 14.10 (Counterparts; Integration; Effectiveness) 14.14 (GOVERNING LAW; JURISDICTION; ETC.) and 14.15 (Waiver of Jury Trial) are incorporated herein by reference as if set forth in full herein, mutatis mutandis.

[Signature pages follow.]

Second Amendment to

Global Senior Credit Agreement (GLOC II)

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written.


PROLOGIS, L.P., a Delaware limited partnership

By:	PROLOGIS, INC., its general partner

	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Senior Vice President

PLD INTERNATIONAL FINANCE LP, a Delaware limited partnership,

By:	PLD INTERNATIONAL HOLDING LP, its general partner
By:	PROLOGIS, its general partner

	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Senior Vice President

Signature Page to

Second Amendment to Global Senior Credit Agreement

(Prologis GLOC 2.0)


PLD CANADIAN FUNDING US LLC,
a Delaware limited liability company,

By:	PLD INTERNATIONAL FINANCE LP, its sole member
By:	PLD INTERNATIONAL HOLDING LP, its general partner
By:	PROLOGIS, it general partner

	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Senior Vice President

AMB CANADA INVESTMENTS, LLC,
a Delaware limited liability company

By:	PROLOGIS, L.P., its sole member
By:	PROLOGIS, INC., its general partner

	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Senior Vice President

PROLOGIS JAPAN LLC,
a Delaware limited liability company

By:	AMB ASIA LLC, its sole member
By:	PROLOGIS, L.P., its sole member
By:	PROLOGIS, INC., its general partner

	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Senior Vice President

Signature Page to

Second Amendment to Global Senior Credit Agreement

(Prologis GLOC 2.0)


PLD GBP FINANCE LP,
a Delaware limited partnership,

By: PROLOGIS, its general partner

	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Senior Vice President

Signature Page to

Second Amendment to Global Senior Credit Agreement

(Prologis GLOC 2.0)


PROLOGIS EUROPE FINANCE II B.V.,
a Netherlands private company with limited liability

By:	/s/ Xxxxxxxxx Xxxxx Xxxxxxx Xxxxxxx-Xxxxx
	Name:	Xxxxxxxxx Xxxxx Xxxxxxx Xxxxxxx-Xxxxx
	Title:	Managing Director

Signature Page to

Second Amendment to Global Senior Credit Agreement

(Prologis GLOC 2.0)


GUARANTOR:

PROLOGIS, L.P.,
a Delaware limited partnership

By:	PROLOGIS, INC., its general partner

	By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Senior Vice President

Signature Page to

Second Amendment Global Senior Credit Agreement

(Prologis GLOC 2.0.)

Executed as of the date first written above

SUSTAINABILITY STRUCTURING AGENT:

BOFA SECURITIES, INC.,

as Sustainability Structuring Agent


By:		/s/ Xxxxxxx Xxxxxx
Name:		Xxxxxxx Xxxxxx
Title:		Director

Signature Page to

First Amendment Global Senior Credit Agreement

(Prologis GLOC 2.0.)

Executed as of the date first written above

AGENT:

BANK OF AMERICA, N.A.,

as Global Administrative Agent and U.S. Funding Agent



By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Vice President

Signature Page to

First Amendment Global Senior Credit Agreement

(Prologis GLOC 2.0.)

Executed as of the date first written above

AGENT:

ING BANK N.V.,

as Euro Funding Agent


By:		/s/ H.R. van Ras
Name:		H.R. van Ras
Title:		Authorised Signatory

By:		/s/ Olivier de Vries
Name:		Olivier de Vries
Title:

Signature Page to

Second Amendment Global Senior Credit Agreement

(Prologis GLOC 2.0.)

Executed as of the date first written above

ING BANK N.V.,

as a Euro L/C Issuer, Euro Swing Line Lender, and a Euro Lender


By:		/s/ Fons Beekwilder
Name:		Fons Beekwilder
Title:		Director

By:		/s/ X. Xxxxxxxx
Name:		X. Xxxxxxxx
Title:

Signature Page to

Second Amendment Global Senior Credit Agreement

(Prologis GLOC 2.0.)

Executed as of the date first written above

FRONTING LENDER:

BANK OF AMERICA, N.A.,

as a Fronting Lender


By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Vice President

Signature Page to

Second Amendment Global Senior Credit Agreement

(Prologis GLOC 2.0.)

Executed as of the date first written above

FRONTING LENDER:

JPMORGAN CHASE BANK, N.A.,

as a Fronting Lender


By:		/s/ Xxxxxx Xxxxxxx
Name:		Xxxxxx Xxxxxxx
Title:		Vice President

Signature Page to

Second Amendment Global Senior Credit Agreement

(Prologis GLOC 2.0.)

Executed as of the date first written above

FRONTING LENDER:

CITIBANK, N.A.,

as a Fronting Lender


By:		/s/ Xxxxxxxxxxx X. Xxxxxx
Name:		Xxxxxxxxxxx X. Xxxxxx
Title:		Authorized Signatory

Signature Page to

First Amendment Global Senior Credit Agreement

(Prologis GLOC 2.0.)

Executed as of the date first written above

LENDERS:

BANK OF AMERICA, N.A.,

as a U.S. Lender and a Euro Lender


By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Vice President

Signature Page to

Second Amendment Global Senior Credit Agreement

(Prologis GLOC 2.0.)

Executed as of the date first written above

JPMORGAN CHASE BANK, N.A.,

as a U.S. Lender, a Euro Lender, and a U.S. L/C Issuer


By:		/s/ Xxxxxx Xxxxxxx
Name:		Xxxxxx Xxxxxxx
Title:		Vice President

Signature Page to

Second Amendment Global Senior Credit Agreement

(Prologis GLOC 2.0.)

Executed as of the date first written above

CITIBANK, N.A.,

as a U.S. Lender and a Euro Lender


By:		/s/ Xxxxxxxxxxx X. Xxxxxx
Name:		Xxxxxxxxxxx X. Xxxxxx
Title:		Authorized Signatory

Signature Page to

First Amendment Global Senior Credit Agreement

(Prologis GLOC 2.0.)

Executed as of the date first written above

U.S. BANK NATIONAL ASSOCIATION,

as a U.S. Lender and Euro Lender


By:		/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxxxx X. Xxxxxx
Title:		Senior Vice President

Signature Page to

First Amendment Global Senior Credit Agreement

(Prologis GLOC 2.0.)

Executed as of the date first written above

PNC BANK, NATIONAL ASSOCIATION,

as a U.S. Lender and a Euro Lender


By:		/s/ Xxxxx X. Xxxxxxxxxx
Name:		Xxxxx X. Xxxxxxxxxx
Title:		Senior Vice President

Signature Page to

First Amendment Global Senior Credit Agreement

(Prologis GLOC 2.0.)

Executed as of the date first written above


SUMITOMO MITSUI BANKING CORPORATION, as a U.S. Lender and a Euro Lender

	By:	/s/ Xxxxxx Xxxx
	Name:	Xxxxxx Xxxx
	Title:	Director

Signature Page to

First Amendment Global Senior Credit Agreement

(Prologis GLOC 2.0.)

Executed as of the date first written above


XXXXXXX XXXXX BANK USA,
as a U.S. Lender and a Euro Lender

	By:	/s/ Xxxxxxxx Xxxxxxx
	Name:	Xxxxxxxx Xxxxxxx
	Title:	Authorized Signatory

Signature Page to

First Amendment Global Senior Credit Agreement

(Prologis GLOC 2.0.)

Executed as of the date first written above


XXXXXX XXXXXXX BANK, N.A.,
as a U.S. Lender and a Euro Lender

	By:	/s/ Xxxxxxx Xxxx
	Name:	Xxxxxxx Xxxx
	Title:	Authorized Signatory

Signature Page to

Second Amendment Global Senior Credit Agreement

(Prologis GLOC 2.0.)

Executed as of the date first written above


THE BANK OF NOVA SCOTIA,
as a U.S. Lender and a Euro Lender

	By:	/s/ Xxxxxxx XxXxxx
	Name:	Xxxxxxx XxXxxx
	Title:	Associate Director

Signature Page to

First Amendment Global Senior Credit Agreement

(Prologis GLOC 2.0.)

Executed as of the date first written above


SCOTIABANK INVERLAT, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO SCOTIABANK INVERLAT,
as a U.S. Lender

	By:	/s/ Xxxx Xxxxxx Xxxx Xxxx
	Name:	Xxxx Xxxxxx Xxxx Xxxx
	Title:	Attorney-in-fact

	By:	/s/ Xxxx Xxxxx Xxxxxx Xxxxxx
	Name:	Xxxx Xxxxx Xxxxxx Xxxxxx
	Title:	Attorney-in-fact

Signature Page to

First Amendment Global Senior Credit Agreement

(Prologis GLOC 2.0.)

Executed as of the date first written above


BNP PARIBAS,
as a U.S. Lender and a Euro Lender

	By:	/s/ Xxxxx Xxxxxxx
	Name:	Xxxxx Xxxxxxx
	Title:	Managing Director

BNP PARIBAS,
as a U.S. Lender and a Euro Lender

	By:	/s/ Xxxx Xxxxxxxxxxx
	Name:	Xxxx Xxxxxxxxxxx
	Title:	Director

Signature Page to

First Amendment Global Senior Credit Agreement

(Prologis GLOC 2.0.)

Executed as of the date first written above


MIZUHO BANK, LTD.,
as a U.S. Lender and a Euro Lender

	By:	/s/ Xxxxx XxXxxxxxxxx
	Name:	Xxxxx XxXxxxxxxxx
	Title:	Executive Director

Signature Page to

Second Amendment Global Senior Credit Agreement

(Prologis GLOC 2.0.)

Executed as of the date first written above


BANK OF CHINA LIMITED, NEW YORK BRANCH,
as a U.S. Lender and a Euro Lender

	By:	/s/ Xxxxxxx Xxxx
	Name:	Xxxxxxx Xxxx
	Title:	Executive Vice President

Signature Page to

First Amendment Global Senior Credit Agreement

(Prologis GLOC 2.0.)

Executed as of the date first written above


TD BANK, N.A.,
as a U.S. Lender

	By:	/s/ Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	Vice President

Signature Page to

First Amendment Global Senior Credit Agreement

(Prologis GLOC 2.0.)

Executed as of the date first written above


HSBC BANK USA, NATIONAL ASSOCIATION as a U.S. Lender and a Euro Lender

	By:	/s/ Rumesha Ahmed
	Name:	Rumesha Ahmed
	Title:	Director

Signature Page to

Second Amendment Global Senior Credit Agreement

(Prologis GLOC 2.0.)

Executed as of the date first written above


MUFG BANK, LTD., as a U.S. Lender and a Euro Lender

	By:	/s/ Xxxxx Xxxxxxxx
	Name:	Xxxxx Xxxxxxxx
	Title:	Managing Director

Signature Page to

First Amendment Global Senior Credit Agreement

(Prologis GLOC 2.0.)

Executed as of the date first written above


TRUIST BANK, as a U.S. Lender and a Euro Lender

	By:	/s/ C. Xxxxxxx Xxxxxx, Xx.
	Name:	C. Xxxxxxx Xxxxxx, Xx.
	Title:	Director

Signature Page to

Second Amendment Global Senior Credit Agreement

(Prologis GLOC 2.0.)

Executed as of the date first written above


CRÉDIT AGRICOLE CORPRATE AND INVESTMENT BANK, as a U.S. Lender and a Euro Lender

	By:	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title:	Managing Director

	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Director

Signature Page to

First Amendment Global Senior Credit Agreement

(Prologis GLOC 2.0.)

Executed as of the date first written above


XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a U.S. Lender and a Euro Lender

	By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Managing Director

Signature Page to

First Amendment Global Senior Credit Agreement

(Prologis GLOC 2.0.)

Executed as of the date first written above


OVERSEA-CHINESE BANKING CORPORATION LIMITED, LOS ANGELES AGENCY
as a U.S. Lender

	By:	/s/ Xxxxxxx Xxx
	Name:	Xxxxxxx Xxx
	Title:	General Manager

Signature Page to

First Amendment Global Senior Credit Agreement

(Prologis GLOC 2.0.)

Executed as of the date first written above


BANCO BILBAO VIZCAYA ARGENTARIA, S.A., NEW YORK BRANCH,
as a U.S. Lender and a Euro Lender

	By:	/s/ Xxxx Xxxxxxxx
	Name:	Xxxx Xxxxxxxx
	Title:	Executive Director

	By:	/s/ Xxxxxxxx Xxxxxxxx
	Name:	Xxxxxxxx Xxxxxxxx
	Title:	Managing Director

Signature Page to

First Amendment Global Senior Credit Agreement

(Prologis GLOC 2.0.)

Executed as of the date first written above


STANDARD CHARTERED BANK,
as a U.S. Lender and a Euro Lender

	By:	/s/ Xxxxxxxxxx Xxxxx
	Name:	Xxxxxxxxxx Xxxxx
	Title:	Director, Financing Solutions

Signature Page to

Second Amendment Global Senior Credit Agreement

(Prologis GLOC 2.0.)

Executed as of the date first written above


DBS BANK LTD.,
as a U.S. Lender and a Euro Lender

	By:	/s/ Xxxxxx Xxxx
	Name:	Xxxxxx Xxxx
	Title:	Executive Director

Signature Page to

Second Amendment Global Senior Credit Agreement

(Prologis GLOC 2.0.)

Executed as of the date first written above


REGIONS BANK,
as a U.S. Lender and a Euro Lender

	By:	/s/ Xxxxxxxx Xxxxxxx
	Name:	Xxxxxxxx Xxxxxxx
	Title:	Vice President

Signature Page to

Second Amendment Global Senior Credit Agreement

(Prologis GLOC 2.0.)

Executed as of the date first written above


ASSOCIATED BANK, NATIONAL ASSOCIATION,
as a U.S. Lender and a Euro Lender

	By:	/s/ Xxxxxxxx Xxxx
	Name:	Xxxxxxxx Xxxx
	Title:	Senior Vice President

Signature Page to

First Amendment Global Senior Credit Agreement

(Prologis GLOC 2.0.)

Executed as of the date first written above


FIRST HORIZON BANK,
as a U.S. Lender

	By:	/s/ Xxxxx X. Xxxxxxxxx
	Name:	Xxxxx X. Xxxxxxxxx
	Title:	Vice President

Signature Page to

First Amendment Global Senior Credit Agreement

(Prologis GLOC 2.0.)

EXHIBIT A

CONFORMED GLOBAL CREDIT AGREEMENT

Conformed Copy through Second Amendment dated as of June 30, 2022


		DEAL CUSIP:		00000XXX0
		US Tranche CUSIP:		00000XXX0
		EURO Tranche CUSIP:		00000XXX0

GLOBAL SENIOR CREDIT AGREEMENT

Dated as of April 15, 2021

among

PROLOGIS, L.P.,

AS A BORROWER AND A GUARANTOR,

CERTAIN AFFILIATE BORROWERS, AS BORROWERS,

BANK OF AMERICA, N.A.,

AS GLOBAL ADMINISTRATIVE AGENT AND U.S. FUNDING AGENT,

ING BANK N.V.,

AS EURO FUNDING AGENT,

AND

The Other Lenders and L/C Issuers Party Hereto

JPMORGAN CHASE BANK, N.A.,

CITIBANK, N.A.,

U.S. BANK NATIONAL ASSOCIATION,

PNC BANK, NATIONAL ASSOCIATION, and

SUMITOMO MITSUI BANKING CORPORATION,

AS GLOBAL CO-SYNDICATION AGENTS

BOFA SECURITIES, INC.,

JPMORGAN CHASE BANK, N.A.,

CITIBANK, N.A.,

U.S. BANK NATIONAL ASSOCIATION,

PNC BANK, NATIONAL ASSOCIATION, and

SUMITOMO MITSUI BANKING CORPORATION

as Global Lead Arrangers

BOFA SECURITIES, INC.,

JPMORGAN CHASE BANK, N.A., and

CITIBANK, N.A.,

AS GLOBAL BOOKRUNNERS

THE BANK OF NOVA SCOTIA,

BNP PARIBAS,

XXXXXXX XXXXX BANK USA,

MIZUHO BANK, LTD., and

XXXXXX XXXXXXX SENIOR FUNDING, INC.,

as Documentation Agents

BANK OF CHINA LIMITED, NEW YORK BRANCH,

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

HSBC BANK USA, NATIONAL ASSOCIATION,

ING BANK N.V., MUFG BANK, LTD., TD BANK, N.A., TRUIST BANK, and

XXXXX FARGO BANK, NATIONAL ASSOCIATION,

as Senior Managing Agents

BOFA SECURITIES, INC.,

as Sustainability Structuring Agent


		Global Senior Credit Agreement


ARTICLE I DEFINITIONS AND INTERPRETATION		1

Section 1.1	Defined Terms	1

Section 1.2	Other Interpretive Provisions	51

Section 1.3	Accounting Terms	52

Section 1.3.1	Generally	52

Section 1.3.2	Changes in GAAP	52

Section 1.3.3	Consolidation of Variable Interest Entities	52

Section 1.3.4	Property Funds	53

Section 1.4	Exchange Rates; Currency Equivalents	53

Section 1.5	Additional Alternative Currencies	53

Section 1.6	Change of Currency	54

Section 1.7	Times of Day	54

Section 1.8	Determination of Letter of Credit Amounts and Whether a Letter of Credit is Outstanding	54

Section 1.9	Interest Rates	55

Section 1.10	Sustainability Provisions	55

ARTICLE II U.S. COMMITMENTS AND U.S. CREDIT EXTENSIONS		56

Section 2.1	U.S. Committed Loans	56

Section 2.2	U.S. Fronting Loans	56

Section 2.2.1	U.S. Fronting Loans	56

Section 2.2.2	Election of Fronting Lenders	57

Section 2.2.3	Refinancing of the U.S. Fronting Loans	58

Section 2.2.4	Payments for Account of the applicable Fronting Lender	59

Section 2.2.5	Defaulting Lender	59

Section 2.3	U.S. Committed Borrowings, Conversions and Continuations of U.S. Committed Loans	60

Section 2.3.1	Procedures for U.S. Committed Borrowings	60

Section 2.3.2	Funding of U.S. Committed Loans	61

Section 2.3.3	Certain Continuations and Conversions	61

Section 2.3.4	Notice of Rates	62

Section 2.3.5	Number of Interest Periods	62

Section 2.4	U.S. Letters of Credit	62

Section 2.5	[Reserved]	62

Section 2.6	U.S. Prepayments	62

Section 2.6.1	Prepayments of Committed Loans	62

Section 2.6.2	[Reserved]	63

Section 2.6.3	Prepayments Due to Currency Fluctuations	63

Section 2.6.4	Other Prepayments	63


Section 2.7	U.S. Bid Loans	64

Section 2.7.1	General	64

Section 2.7.2	Requesting Competitive Bids	64

Section 2.7.3	Submitting Competitive Bids	64

Section 2.7.4	Notice to Borrower of Competitive Bids	65

Section 2.7.5	Acceptance of Competitive Bids	65

Section 2.7.6	Procedure for Identical Bids	66

Section 2.7.7	Notice to Lenders of Acceptance or Rejection of Bids	66

Section 2.7.8	Notice of Term SOFR Rate	66

Section 2.7.9	Funding of U.S. Bid Loans	66

Section 2.7.10	Notice of Range of Bids	66

ARTICLE III EURO COMMITMENTS AND EURO CREDIT EXTENSIONS		66

Section 3.1	Euro Committed Loans	66

Section 3.2	Euro Fronting Loans	67

Section 3.2.1	Euro Fronting Loans	67

Section 3.2.2	Election of Fronting Lenders	67

Section 3.2.3	Refinancing of the Euro Fronting Loans	68

Section 3.2.4	Payments for Account of the Applicable Fronting Lender	70

Section 3.2.5	Defaulting Lender	70

Section 3.3	Euro Committed Borrowings, Conversions and Continuations of Euro Committed Loans	70

Section 3.3.1	Procedures for Euro Committed Borrowings	70

Section 3.3.2	Funding of Euro Committed Loans	71

Section 3.3.3	Certain Continuations and Conversions	72

Section 3.3.4	Notice of Rates	72

Section 3.3.5	Number of Interest Periods	72

Section 3.4	Euro Letters of Credit	72

Section 3.5	Euro Swing Line Loans	72

Section 3.5.1	The Euro Swing Line	72

Section 3.5.2	Borrowing Procedures	73

Section 3.5.3	Refinancing of Euro Swing Line Loans	74

Section 3.5.4	Repayment of Participations	75

Section 3.5.5	Interest for Account of Euro Swing Line Lender	75

Section 3.5.6	Payments Directly to Euro Swing Line Lender	76

Section 3.6	Euro Prepayments	76

Section 3.6.1	Prepayments of Committed Loans	76

Section 3.6.2	Prepayments of Swing Line Loans	76

Section 3.6.3	Prepayments Due to Currency Fluctuations	76

Section 3.6.4	Other Prepayments	77


Section 3.7	Euro Bid Loans	77

Section 3.7.1	General	77

Section 3.7.2	Requesting Competitive Bids	77

Section 3.7.3	Submitting Competitive Bids	78

Section 3.7.4	Notice to Borrower of Competitive Bids	78

Section 3.7.5	Acceptance of Competitive Bids	79

Section 3.7.6	Procedure for Identical Bids	79

Section 3.7.7	Notice to Lenders of Acceptance or Rejection of Bids	79

Section 3.7.8	Notice of Eurocurrency Rate	79

Section 3.7.9	Funding of Euro Bid Loans	80

Section 3.7.10	Notice of Range of Bids	80

ARTICLE IV [RESERVED]		80

ARTICLE V GENERAL PROVISIONS APPLICABLE TO LETTERS OF CREDIT		80

Section 5.1	Limitations on Obligations to Issue Letters of Credit	80

Section 5.1.1	Prohibited Issuances	80

Section 5.1.2	Limitations on Obligations of L/C Issuers	80

Section 5.1.3	Limitations on Amendments	81

Section 5.1.4	Authorization of L/C Issuers	81

Section 5.2	Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit	81

Section 5.2.1	Requests for Issuance or Amendment	81

Section 5.2.2	Issuance Procedures	82

Section 5.2.3	Auto-Extension Letters of Credit	82

Section 5.2.4	Notice of Issuance	83

Section 5.3	Drawings and Reimbursements; Funding of Participations	83

Section 5.3.1	Procedures Upon Drawing	83

Section 5.3.2	Reimbursement via Committed Borrowing	84

Section 5.3.3	L/C Borrowings	84

Section 5.3.4	Interest Prior to Lender Payments	84

Section 5.3.5	Lender Obligations Unconditional	84

Section 5.3.6	Interest on Overdue Amounts	85

Section 5.4	Repayment of Participations	85

Section 5.4.1	Payments by L/C Issuers	85

Section 5.4.2	Disgorgement	85

Section 5.4.3	Survival	86

Section 5.5	Borrower Obligations Absolute	86

Section 5.6	Role of L/C Issuer	86

Section 5.7	Cash Collateral	87

Section 5.7.1	Certain Cash Collateral	87

Section 5.7.2	Cash Collateral and Defaulting Lender	87

Section 5.7.3	Lien on Cash Collateral	88

iii


Section 5.8	Applicability of ISP	88

Section 5.9	Letter of Credit Fees	88

Section 5.10	Fronting Fee and Documentary and Processing Charges Payable to each L/C Issuer	88

Section 5.11	Conflict with Issuer Documents	89

Section 5.12	Letters of Credit Issued for Eligible Affiliate	89

Section 5.13	U.S. Bond L/Cs	89

Section 5.13.1	Terms and Conditions of U.S. Bond L/Cs	89

Section 5.14	Reduction and Reinstatement of U.S. Bond L/Cs	89

Section 5.14.1	Interest Payments	90

Section 5.14.2	Liens and Security Interests under Bond Documents	90

Section 5.14.3	Discretion to Exercise Rights	91

Section 5.14.4	Conflict	91

ARTICLE VI GENERAL PROVISIONS APPLICABLE TO LOANS		91

Section 6.1	Minimum Amounts for Committed Borrowings, Conversions or Continuations and Prepayments	91

Section 6.1.1	Borrowing, Conversion, Continuation Amounts	91

Section 6.1.2	Prepayment Amounts	91

Section 6.2	Termination or Reduction of Commitments and Removal of a Borrower	92

Section 6.2.1	Termination or Reduction; Removal	92

Section 6.3	Repayment of Loans	93

Section 6.4	Interest	93

Section 6.4.1	Interest Rates	93

Section 6.4.2	Rates Upon Default.	94

Section 6.4.3	Interest Payment Dates	94

Section 6.4.4	Interest Act (Canadian)	94

Section 6.5	Fees	95

Section 6.5.1	Facility Fees	95

Section 6.5.2	Other Fees	95

Section 6.6	Computation of Interest and Fees	95

Section 6.7	Evidence of Debt and Promissory Note	96

Section 6.7.1	Recordkeeping	96

Section 6.7.2	Promissory Note	96

Section 6.7.3	Participations	96

Section 6.8	Payments Generally; Global Administrative Agent’s Clawback	97

Section 6.8.1	All Payments Generally	97

Section 6.8.2	Payments Generally	97

Section 6.8.3	Distribution of Payments	97


Section 6.8.4	Application of Payments	98

Section 6.8.5	Funding by Lenders; Presumption by Agent	99

Section 6.8.6	Payments by Borrowers; Presumptions by Agents	99

Section 6.8.7	Failure to Satisfy Conditions Precedent	100

Section 6.8.8	Obligations of Lenders Several	100

Section 6.8.9	Funding Source	100

Section 6.9	Sharing of Payments	100

Section 6.9.1	Sharing of Payments by Lenders in a Tranche	100

Section 6.9.2	Sharing of Payments by Tranches	101

Section 6.10	Extension of Maturity Date	102

Section 6.10.1	Request for Extension	102

Section 6.10.2	Extension Procedures	102

Section 6.11	Additional Affiliate Borrowers	103

Section 6.11.1	Procedures for Adding Affiliate Borrowers	103

Section 6.11.2	Existing Borrowers	104

Section 6.11.3	Limitations	104

Section 6.11.4	Qualification Status	104

Section 6.12	Reallocation of Commitments	105

Section 6.12.1	Reallocation Procedures	105

Section 6.12.2	Effectiveness of Reallocation	106

Section 6.12.3	Reallocation of Bid Loan Sublimits	106

Section 6.13	Increase in Commitments	107

Section 6.13.1	Increase Procedures	107

Section 6.13.2	Effectiveness of Increase	108

Section 6.13.3	Conflicting Provisions	108

Section 6.14	Establishment of Supplemental Tranche	108

Section 6.14.1	Supplemental Tranche Request	108

Section 6.14.2	Supplemental Addendums	108

Section 6.14.3	Conditions to Supplemental Tranche	109

Section 6.14.4	Effectiveness of Supplemental Tranche	109

Section 6.15	Defaulting Lenders	109

Section 6.15.1	Adjustments	109

Section 6.15.2	Defaulting Lender Cure	110

Section 6.15.3	Notice of Determination of Defaulting Lender	111

ARTICLE VII TAXES, YIELD PROTECTION AND ILLEGALITY		111

Section 7.1	Taxes	111

Section 7.1.1	Payments Free of Taxes	111

Section 7.1.2	Indemnification by Loan Parties	111

Section 7.1.3	Evidence of Payments	112


Section 7.1.4	Status of Lenders	112

Section 7.1.5	Exemption Representation	114

Section 7.1.6	Treatment of Certain Refunds	114

Section 7.1.7	FATCA	114

Section 7.2	Illegality	115

Section 7.3	Inability to Determine Rates; Replacement of Rates	116

Section 7.3.1	Determination of Rates	116

Section 7.3.2	Market Disruptions	119

Section 7.3.3	TIIE Rate	119

Section 7.4	Increased Costs Generally	120

Section 7.4.1	Increased Costs	120

Section 7.4.2	Capital Requirements	120

Section 7.4.3	Certificates for Reimbursement	120

Section 7.4.4	Additional Reserve Requirements	121

Section 7.4.5	Limitations on Lender Claims	121

Section 7.5	Compensation for Losses	121

Section 7.6	Mitigation Obligations; Replacement of Lenders	122

Section 7.6.1	Designation of a Different Lending Office	122

Section 7.6.2	Delay in Requests	123

Section 7.6.3	Replacement of Lenders	123

Section 7.7	Qualified Lender Status	123

Section 7.8	Survival	123

ARTICLE VIII CONDITIONS PRECEDENT TO CREDIT EXTENSIONS		124

Section 8.1	Conditions of Initial Credit Extension	124

Section 8.1.1	Documents	124

Section 8.1.2	Fees	124

Section 8.1.3	Expenses	124

Section 8.1.4	Existing Credit Agreements	125

Section 8.1.5	Closing Deadline	125

Section 8.2	Conditions to all Credit Extensions	125

Section 8.2.1	Representations and Warranties	125

Section 8.2.2	Default	125

Section 8.2.3	Request for Credit Extension	125

Section 8.2.4	Market Events Affecting Alternative Currencies	126

ARTICLE IX REPRESENTATIONS AND WARRANTIES		126

Section 9.1	Existence, Qualification and Power; Compliance with Laws	126

Section 9.2	Authorization; No Contravention	126

Section 9.3	Governmental Authorization; Other Consents	127

Section 9.4	Binding Effect	127


Section 9.5	Financial Statements	127

Section 9.6	Litigation	127

Section 9.7	No Default	128

Section 9.8	Ownership of Property	128

Section 9.9	Environmental Compliance	128

Section 9.10	Taxes	128

Section 9.11	Pension Law Compliance	128

Section 9.12	Margin Regulations; Investment Company Act; Affected Financial Institution	129

Section 9.13	Disclosure	129

Section 9.14	Compliance with Laws	130

Section 9.15	Dutch Banking Act	130

Section 9.16	Solvency	130

Section 9.17	Plan Assets	130

Section 9.18	REIT Status	130

Section 9.19	Anti-Social Forces	130

Section 9.20	Sanctions and Anti-Corruption Laws	131

ARTICLE X AFFIRMATIVE COVENANTS		131

Section 10.1	Financial Statements	131

Section 10.2	Certificates; Other Information	132

Section 10.3	Notices	134

Section 10.4	Payment of Obligations	134

Section 10.5	Preservation of Existence, Etc.	134

Section 10.6	Maintenance of Properties	135

Section 10.7	Maintenance of Insurance	135

Section 10.8	Compliance with Laws	135

Section 10.9	Books and Records	135

Section 10.10	Inspection Rights	135

Section 10.11	Use of Proceeds	135

Section 10.12	REIT Status	136

Section 10.13	Guaranties	136

Section 10.14	Claims Pari Passu	136

ARTICLE XI NEGATIVE COVENANTS		136

Section 11.1	Reserved	136

Section 11.2	Fundamental Changes	136

Section 11.3	Restricted Payments	136

Section 11.4	Change in Nature of Business	137

Section 11.5	Transactions with Affiliates	137

Section 11.6	Negative Pledge Agreements; Burdensome Agreements	138

vii


Section 11.7	Use of Proceeds	138

Section 11.8	Financial Covenants	138

Section 11.8.1	Consolidated Leverage Ratio	138

Section 11.8.2	Fixed Charge Coverage Ratio	138

Section 11.8.3	Unencumbered Debt Service Coverage Ratio	139

Section 11.8.4	Secured Debt	139

Section 11.9	Anti-Social Forces	139

ARTICLE XII EVENTS OF DEFAULT AND REMEDIES		139

Section 12.1	Events of Default	139

Section 12.1.1	Non-Payment	139

Section 12.1.2	Specific Covenants	139

Section 12.1.3	Other Defaults	139

Section 12.1.4	Representations and Warranties	139

Section 12.1.5	Cross-Acceleration	140

Section 12.1.6	Insolvency Proceedings, Etc.	140

Section 12.1.7	Inability to Pay Debts; Attachment	141

Section 12.1.8	Judgments	141

Section 12.1.9	ERISA	141

Section 12.1.10	Invalidity of Loan Documents	141

Section 12.1.11	Change of Control	141

Section 12.1.12	Plan Assets	141

Section 12.1.13	Insolvency Proceedings in Japan	141

Section 12.2	Remedies Upon Event of Default	142

ARTICLE XIII AGENTS		143

Section 13.1	Appointment and Authority	143

Section 13.2	Rights as a Lender	143

Section 13.3	Exculpatory Provisions	144

Section 13.4	Reliance by Agents	145

Section 13.5	Delegation of Duties	145

Section 13.6	Resignation of Global Administrative Agent	145

Section 13.7	Resignation of Funding Agents	146

Section 13.8	Non-Reliance on Agents and Other Lenders	147

Section 13.9	No Other Duties, Etc.	147

Section 13.10	Global Administrative Agent May File Proofs of Claim	148

Section 13.11	Recovery of Erroneous Payments	148

ARTICLE XIV MISCELLANEOUS		149

Section 14.1	Amendments, Etc.	149

Section 14.1.1	Amendments Generally	149

Section 14.1.2	Amendments to Extend Maturity	150

Section 14.1.3	Amendments to Conforming Provisions	151

viii


Section 14.2	Notices; Effectiveness; Electronic Communication	152

Section 14.2.1	Notices Generally	152

Section 14.2.2	Electronic Communications	152

Section 14.2.3	The Platform	153

Section 14.2.4	Delivery to Funding Agents	153

Section 14.2.5	Change of Address, Etc	153

Section 14.2.6	Reliance by Agents, L/C Issuers and Lenders	153

Section 14.2.7	Notice from Funding Agents to Global Administrative Agent	154

Section 14.3	No Waiver; Cumulative Remedies	154

Section 14.4	Expenses; Indemnity; Damage Waiver	154

Section 14.4.1	Costs and Expenses	154

Section 14.4.2	Indemnification by Borrowers	155

Section 14.4.3	Reimbursement by Lenders	155

Section 14.4.4	Indemnification by Funding Agents	156

Section 14.4.5	Waiver of Consequential Damages, Etc	156

Section 14.4.6	Payments	157

Section 14.4.7	Survival	157

Section 14.5	Payments Set Aside	157

Section 14.6	Successors and Assigns	157

Section 14.6.1	Successors and Assigns Generally	157

Section 14.6.2	Assignments by Lenders	158

Section 14.6.3	Register	159

Section 14.6.4	Participations	159

Section 14.6.5	Limitation upon Participant Rights	160

Section 14.6.6	Certain Pledges	160

Section 14.6.7	Resignation as an L/C Issuer, Fronting Lender or a Swing Line Lender after Assignment	160

Section 14.7	Treatment of Certain Information; Confidentiality	161

Section 14.8	Right of Setoff	162

Section 14.9	Interest Rate Limitation	162

Section 14.10	Counterparts; Integration; Effectiveness	162

Section 14.11	Severability	163

Section 14.12	Replacement of Lenders; Sanctioned Lenders	163

Section 14.12.1	Replacement of Lender by Required Assignment	163

Section 14.12.2	Sanctioned Lenders	164

Section 14.13	Additional Fronting Lenders; Change in Fronting Commitments	164


Section 14.14	GOVERNING LAW; JURISDICTION; ETC.	165

Section 14.14.1	GOVERNING LAW	165

Section 14.14.2	SUBMISSION TO JURISDICTION	165

Section 14.14.3	WAIVER OF VENUE	165

Section 14.14.4	SERVICE OF PROCESS	165

Section 14.15	Waiver of Jury Trial	166

Section 14.16	USA Patriot Act Notice	166

Section 14.17	Know Your Customers	166

Section 14.17.1	Loan Party Information	166

Section 14.17.2	Lender Information	166

Section 14.17.3	Additional Loan Parties	167

Section 14.17.4	Limitation on Assignments	167

Section 14.17.5	Lender Responsibility	167

Section 14.18	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	167

Section 14.19	Time of the Essence	168

Section 14.20	Judgment Currency	168

Section 14.21	ENTIRE AGREEMENT	168

Section 14.22	No Fiduciary Duty	168

Section 14.23	Yen Facility Modification	169

Section 14.24	Sanctions Representation by Credit Parties	169

Section 14.25	Electronic Execution of Assignments and Certain Other Documents	169

Section 14.26	Certain ERISA Matters	170

Section 14.27	Acknowledgement Regarding Any Supported QFCs	171

ARTICLE XV GUARANTIES		172

Section 15.1	The Guaranties	172

Section 15.2	Insolvency	172

Section 15.3	Absolute and Unconditional Guaranty	172

Section 15.4	Independent Obligation	173

Section 15.5	Authorization	173

Section 15.6	Reliance	174

Section 15.7	Subordination	174

Section 15.8	Waivers	174

Section 15.9	Nature of Liability	175


SCHEDULES

2.1	Commitments, Applicable Global Percentages and Applicable Tranche
	Percentages
	(a)	U.S. Lenders
	(b)	Euro Lenders
2.2	Fronting Lender Commitments
2.3	Initial Borrowers
	(a)	Initial U.S. Borrowers
	(b)	Initial Euro Borrowers
6.12	Pre-Approved Reallocations
8.1	Opinions
9.6	Litigation
9.9	Environmental Matters
14.2	Global Administrative Agent’s Office; Certain Addresses for Notices

EXHIBITS

*Form of*
A-1	U. S. Committed Loan Notice
A-2	Euro Committed Loan Notice
B	Euro Swing Line Notice
C	Compliance Certificate
D	Assignment and Assumption
E	Supplemental Addendum
F	Borrower’s Accession Agreement
G	Joinder Agreement
H	Increase Certificate
I-1	Form of Euro Bid Request
I-2	Form of U.S. Bid Request
J-1	Form of Euro Competitive Bid
J-2	Form of U.S. Competitive Bid
K	Sustainability Certificate

GLOBAL SENIOR CREDIT AGREEMENT

This GLOBAL SENIOR CREDIT AGREEMENT is entered into as of April 15, 2021, among PROLOGIS, L.P., a Delaware limited partnership (“Prologis”), Initial Affiliate Borrowers, each Eligible Affiliate that becomes a borrower hereunder pursuant to Section 6.11 (individually, an “Additional Affiliate Borrower” and collectively, “Additional Affiliate Borrowers”), Lenders (defined below), BANK OF AMERICA, N.A., as Global Administrative Agent, U.S. Funding Agent and a U.S. L/C Issuer, ING BANK N.V., as Euro Funding Agent, a Euro L/C Issuer and Euro Swing Line Lender, JPMORGAN CHASE BANK, N.A., as a U.S. L/C Issuer, and BOFA SECURITIES, INC., as Sustainability Structuring Agent.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1 Defined Terms.

As used in this Agreement, the following terms shall have the meanings set forth below:

“Absolute Rate” means a fixed rate of interest expressed in multiples of 1/100th of one basis point.

“Absolute Rate Loans” means, collectively, U.S. Absolute Rate Loans and Euro Absolute Rate Loans; and “Absolute Rate Loan” means any one of the foregoing.

“Additional Affiliate Borrower” has the meaning specified in the introductory paragraph hereto.

“Additional Tranche” has the meaning specified in Section 6.11.2.

“Adjusted EBITDA” means, for the Companies on a consolidated basis, net earnings before Preferred Dividends, plus amounts that have been deducted, and minus amounts that have been added, for the following (without duplication):

(a) Non-recurring losses (gains) from Dispositions of assets (excluding Dispositions to any Property Fund and Dispositions to third parties in connection with the Companies’ development business);

(b) Losses (gains) resulting from foreign currency exchange effects of settlement of Indebtedness and xxxx-to-market adjustments associated with (i) intercompany Indebtedness between Prologis and any of its Consolidated Subsidiaries and Unconsolidated Affiliates, (ii) third party Indebtedness of Prologis and its Consolidated Subsidiaries and (iii) Swap Contracts (other than those entered into for purely speculative purposes);

(c) Arrangement fees, amendment fees and costs incurred in connection with the negotiation, documentation and/or closing of this Agreement and any amendment, supplement or other modification hereto;

(d) Losses and charges from extraordinary, non-recurring and other unusual items (including fees and costs incurred in connection with the negotiation, documentation and/or closing of each capital market offering, debt financing or amendments thereto, redemption or exchange of Indebtedness, business combination, acquisition, merger, disposition, recapitalization and consent solicitation);

(e) Losses (gains) from early extinguishment of Indebtedness; and

(f) Losses (earnings) attributable to Unconsolidated Affiliates;

plus Allowed Unconsolidated Affiliate Earnings, plus all amounts deducted in calculating net earnings for Interest Expense (including cash and non-cash amounts), minority interests, provisions for taxes based on income (including deferred income taxes), provisions for unrealized gains and losses, depreciation and amortization and the effect of any other non-cash item. Notwithstanding the above, non-cash losses (gains) and any non-cash impairment of Investments, intangible assets, including goodwill, or other assets shall be added back to (in the case of write-downs, impairment charges and losses) or deducted from (in the case of gains) Adjusted EBITDA to the extent deducted (added) in the calculation of net earnings or Adjusted EBITDA (but without duplication).

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by Global Administrative Agent or the applicable Funding Agent.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Affiliate Borrowers” means, collectively, each Initial Affiliate Borrower and each Additional Affiliate Borrower; and “Affiliate Borrower” means any of the Affiliate Borrowers.

“Agent Indemnitee” has the meaning specified in Section 14.4.4.

“Agents” means, collectively, Global Administrative Agent, the Funding Agents and Sustainability Structuring Agent; and “Agent” means any of the Agents.

“Aggregate Tranche Commitments” means, collectively, the U.S. Aggregate Commitments, the Euro Aggregate Commitments and each Supplemental Aggregate Commitment; and “Aggregate Tranche Commitment” means any of the Aggregate Tranche Commitments.

“Agreement” means this Global Senior Credit Agreement.

“Allocating Lender” has the meaning specified in Section 6.12.1.

“Allowed Unconsolidated Affiliate Earnings” means distributions (including “promote” or “carried interest” distributions but excluding extraordinary or non-recurring distributions) received in cash from Unconsolidated Affiliates.

“Alternative Currencies” means (a) for the U.S. Tranche, each of Euro, Sterling, Yen, Peso and Canadian Dollars, (b) for the Euro Tranche, each of Dollars, Sterling and Yen, and (c) for each Supplemental Tranche, each alternative currency set forth in the Supplemental Addendum. Prologis may from time to time request that Credit Extensions be made in a currency other than those specifically listed in this definition of “Alternative Currency;” provided that such requested currency is a lawful currency (and in no event the currency of a Sanctioned Country) that is readily available and freely transferable and convertible into Dollars (in the case of the U.S. Tranche) and Euros (in the case of the Euro Tranche). In the case of any such request with respect to the making of any Credit Extensions, such request shall be subject to the approval of Global Administrative Agent, the applicable Funding Agent, the applicable L/C Issuer (but only to the extent Letters of Credit may be issued in such Alternative Currency), the applicable Swing Line Lender (if any) (but only to the extent Swing Line Loans may be made in such Alternative Currency), and the applicable Tranche Required Lenders.

“Anti-Corruption Law” means, with respect to any Company, any law, rule or regulation of any jurisdiction applicable to such Company concerning or relating to bribery or corruption including the United States Foreign Corrupt Practices Act of 1977, the UK Xxxxxxx Xxx 0000, and other similar anti-corruption legislation in other jurisdictions.

“Applicable Global Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Dollar Equivalent of the total Aggregate Tranche Commitments represented by the Dollar Equivalent of such Lender’s Commitments at such time. If the commitment of each Lender to make Loans and the obligation of each L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 12.2 or if the Aggregate Tranche Commitments have expired, then the Applicable Global Percentage of such Lender shall be the percentage (carried out to the ninth decimal place) of the Dollar Equivalent of the Total Global Outstandings held by such Lender (with the aggregate amount of such Lender’s risk participation and funded participation in L/C Obligations, Fronting Loans and Swing Line Loans being deemed “held” by such Lender for purposes of this definition).

“Applicable Margin” means, at any time, with respect to the applicable Borrowings, the applicable percentage per annum set forth in the table below opposite the applicable ratings of Prologis, determined in accordance with the following: If Prologis has ratings from both Moody’s and S&P, then the Applicable Margin will be based upon the higher such rating unless the difference between the ratings is two or more rating levels, in which case the Applicable Margin will be based upon the rating level that is one level below the higher rating. If Prologis has only one such rating, then the Applicable Margin will be based on such rating. If Prologis does not have either rating, then the highest Applicable Margin will apply.


Xxxxx’x Rating	S&P Rating	Base Rate Loans			Eurocurrency Rate Committed Loans/ Term SOFR Rate Loans/ Daily Floating Rate Loans/TIIE Rate Loans/ TONAR Rate Loans/ Substitute Rate Loans/ Letter of Credit Fees/ Money Market Rate Loans			Facility Fee
Less than Baa3 or not rated	Less than BBB- or not rated		0.450	%		1.450	%		0.30	%
Baa3	BBB-		0.100	%		1.100	%		0.25	%
Baa2	BBB		0.000	%		0.900	%		0.20	%
Baa1	BBB+		0.000	%		0.775	%		0.15	%
A3	A-		0.000	%		0.725	%		0.125	%
A2 or better	A or better		0.000	%		0.700	%		0.10	%

Each change in the Applicable Margin resulting from a publicly announced change in the Xxxxx’x Rating or S&P Rating, as applicable, shall be effective during the period commencing on the fifth Business Day following the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next such change.

Notwithstanding the foregoing, if the Companies meet the Sustainability Metric Percentage for the applicable fiscal year, then from and after the date that Prologis provides to Sustainability Structuring Agent a Sustainability Certificate delivered for the preceding year pursuant to Section 10.2(c) certifying that the Sustainability Metric Percentage for such fiscal year was satisfied, together with an Assurance Report, and requesting that the Applicable Margin be based on the following grid, the Applicable Margin shall be based on the following grid for the period commencing from the fifth Business Day following the date such Sustainability Certificate and Assurance Report are delivered to Sustainability Structuring Agent until either (i) the fifth Business Day following the date on which a Sustainability Certificate and Assurance Report are delivered for the next fiscal year pursuant to Section 10.2(c) indicating that Prologis did not meet the Sustainability Metric Percentage for the applicable fiscal year or (ii) the fifth Business Day following the date when such Sustainability Certificate and Assurance Report are required to be delivered (after giving effect to any applicable grace period set forth in Section 12.1.3). As of the Closing Date, Prologis has satisfied the requirements set forth above with respect to the fiscal year ended December 31, 2021 and the Applicable Margin shall be based on the following grid until adjusted as provided above.


Xxxxx’x Rating	S&P Rating	Base Rate Loans			Eurocurrency Rate Committed Loans/ Term SOFR Rate Loans/ Daily Floating Rate Loans/TIIE Rate Loans/ TONAR Rate Loans/ Substitute Rate Loans/ Letter of Credit Fees/ Money Market Rate Loans			Facility Fee
Less than Baa3 or not rated	Less than BBB- or not rated		0.440	%		1.440	%		0.30	%
Baa3	BBB-		0.090	%		1.090	%		0.25	%
Baa2	BBB		0.000	%		0.890	%		0.20	%
Baa1	BBB+		0.000	%		0.765	%		0.15	%
A3	A-		0.000	%		0.715	%		0.125	%
A2 or better	A or better		0.000	%		0.690	%		0.10	%

“Applicable Time” means, with respect to any borrowings and payments in any currency, the local time in the place of settlement for such currency as may be determined by Global Administrative Agent, the applicable Funding Agent or the applicable L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

“Applicable Tranche Lender” means, with respect to any Tranche, a Lender under such Tranche.

“Applicable Tranche Percentage” means:

(a) with respect to any U.S. Lender at any time, the percentage (carried out to the ninth decimal place) of the U.S. Aggregate Commitments represented by such U.S. Lender’s U.S. Commitment at such time. If the commitment of each U.S. Lender to make U.S. Loans and the obligation of each U.S. L/C Issuer to make U.S. L/C Credit Extensions have been terminated pursuant to Section 6.2.1 or 12.2 or if the U.S. Aggregate Commitments have expired, then the Applicable Tranche Percentage of such U.S. Lender shall be the percentage (carried out to the ninth decimal place) of the U.S. Total Outstandings represented by such U.S. Lender’s U.S. Credit Exposure. The Applicable Tranche Percentage of each U.S. Lender as of the Closing Date is set forth opposite the name of such U.S. Lender on Schedule 2.1.

(b) with respect to any Euro Lender at any time, the percentage (carried out to the ninth decimal place) of the Euro Aggregate Commitments represented by such Euro Lender’s Euro Commitment at such time. If the commitment of each Euro Lender to make

Euro Loans and the obligation of each Euro L/C Issuer to make Euro L/C Credit Extensions have been terminated pursuant to Section 6.2.1 or 12.2 or if the Euro Aggregate Commitments have expired, then the Applicable Tranche Percentage of such Euro Lender shall be the percentage (carried out to the ninth decimal place) of the Euro Total Outstandings represented by such Euro Lender’s Euro Credit Exposure. The Applicable Tranche Percentage of each Euro Lender as of the Closing Date is set forth opposite the name of such Euro Lender on Schedule 2.1.

(c) with respect to each Supplemental Tranche, the percentage set forth in the applicable Supplemental Addendum, as adjusted from time to time in accordance with this Agreement.

“Arrangers” means, collectively, (a) BofA Securities, Inc., JPMorgan Chase Bank, N.A., Citibank, N.A., U.S. Bank National Association, PNC Bank, National Association and Sumitomo Mitsui Banking Corporation, each in its capacity as a global lead arranger, and (b) BofA Securities, Inc., JPMorgan Chase Bank, N.A., and Citibank, N.A., each in its capacity as a global bookrunner under the Loan Documents.

“Assignee Group” means two or more Qualified Institutions that are Affiliates of one another.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and a Qualified Institution (with the consent of any party whose consent is required by Section 14.6.2), and accepted by Global Administrative Agent and the applicable Funding Agent, in substantially the form of Exhibit D or any other form (including electronic documentation generated by use of an electronic platform) approved by Global Administrative Agent and the applicable Funding Agent.

“Assurance Report” means an assurance containing the Sustainability Metric Percentage completed by an independent global provider of environmental, social and governance reporting assurance services reasonably acceptable to Sustainability Structuring Agent, which Assurance Report may be the same report prepared in connection with Prologis’ ESG report and posted on its website.

“Audited Financial Statements” means the audited consolidated balance sheet of Prologis for the fiscal year ended December 31, 2021 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, including the notes thereto.

“Auto-Extension Letter of Credit” has the meaning specified in Section 5.2.3.

“Availability Period” means the period from the Closing Date to the earliest of (a) for purposes of all Tranches, the Maturity Date, (b) for purposes of all Tranches, the date of termination of all the Aggregate Tranche Commitments pursuant to Section 6.2.1, (c) for purposes of any Tranche, the date of termination of the Aggregate Tranche Commitments for such Tranche pursuant to Section 6.2.1, and (d) for purposes of all Tranches, the date of termination of the commitment of each Lender to make Loans and of the obligation of each L/C Issuer to make L/C Credit Extensions pursuant to Section 12.2.

“Available Tranches” means, collectively, the U.S. Tranche, the Euro Tranche and each Supplemental Tranche; and “Available Tranche” means any of the Available Tranches.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time that is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bank of America” means Bank of America, N.A. and its successors.

“Bank of America L/C Outstandings” means, as of any date of determination, the aggregate amount available to be drawn under all outstanding U.S. Letters of Credit (including any reinstatement of or increase in the face amount thereof that may be reflected pursuant to the terms of any U.S. Bond L/C) issued by Bank of America plus the aggregate of all U.S. Unreimbursed Amounts owed to Bank of America as a U.S. L/C Issuer.

“Bank of America U.S. L/C Sublimit” means zero or such other amount as may be agreed in writing between Bank of America and Prologis from time to time and acknowledged by Global Administrative Agent and U.S. Funding Agent.

“Base Rate” means, with respect to Committed Loans denominated in Dollars for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by U.S. Funding Agent as its “prime rate” and (c) the Term SOFR Rate. If at any time any rate described above is not available, then the Base Rate shall be determined by reference to the rate or rates, as applicable, that are available. The “prime rate” is a rate set by U.S. Funding Agent based upon various factors including U.S. Funding Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such announced rate. Any change in such rate announced by U.S. Funding Agent shall take effect at the opening of business on the day specified in the public announcement of such change. If the Base Rate for any day shall be less than zero (0), such rate shall be deemed to be zero (0) for such day for all purposes of this Agreement. If the Base Rate is being used as an alternate rate of interest pursuant to Section 7.2 or 7.3, then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.

“Base Rate Committed Loan” means any Committed Loan that is a Base Rate Loan.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in Dollars.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation in a form reasonably acceptable to Prologis and each Lender that requests such certification.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Bid Borrowings” means, collectively, U.S. Bid Borrowings and Euro Bid Borrowings; and “Bid Borrowing” means any one of the foregoing.

“Bid Loan Lenders” means, collectively, U.S. Bid Loan Lenders and Euro Bid Loan Lenders; and “Bid Loan Lender” means any one of the foregoing.

“Bid Loan Reallocation Notice” has the meaning specified in Section 6.12.3.

“Bid Loans” means, collectively, U.S. Bid Loans and Euro Bid Loans; and “Bid Loan” means any one of the foregoing.

“Bid Requests” means, collectively, U.S. Bid Requests and Euro Bid Requests; and “Bid Request” means any one of the foregoing.

“Bond Documents” means (a) when used in connection with any U.S. Bond L/C, the Bonds or other evidences of indebtedness with respect to which such U.S. Bond L/C has been issued as credit support, together with any remarketing agreement, trust indenture, purchase agreement, purchased bond custody agreement, funding agreement, pledge agreement, loan agreement and other documents executed pursuant to or in connection with such bonds or other evidences of indebtedness, and (b) in all other cases, collectively, all Bond Documents as defined in the preceding clause (a) relating to U.S. Bond L/Cs then outstanding.

“Bond Purchase Drawing” has the meaning specified in Section 5.14.

“Bond Rights” has the meaning specified in Section 5.14.2.

“Bonds” means revenue bonds issued by any Person for the purpose of financing, directly or indirectly, the development, operation, construction or maintenance of infrastructure and housing projects involving any Company, or which projects are related to any Company’s business activities in the region in which the projects are being developed, and for which any Company has obtained credit support in the form of a U.S. Bond L/C for such revenue bonds.

“Borrowers” means, collectively, Prologis and Affiliate Borrowers; and “Borrower” means any one of the Borrowers.

“Borrower Accession Agreement” means a Borrower Accession Agreement substantially in the form of Exhibit F.

“Borrower Materials” has the meaning specified in Section 10.2.

“Borrowing” means a Committed Borrowing, a Bid Borrowing or a Swing Line Borrowing, as the context may require.

“Business Day” means:

(a) any day other than (i) a Saturday or Sunday or (ii) with respect to any Tranche, a day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the jurisdiction where the Funding Agent’s Office for such Tranche is located; and

(b) (i) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, a TARGET Day;

(ii) (x) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Yen, any such day on which dealings in deposits in Yen are conducted by and between banks in London, Tokyo or other applicable offshore interbank market for such currency or (y) if such day relates to any interest rate settings as to a TONAR Rate Loan, any day other than a day banks are closed for general business in Tokyo because such day is a Saturday, Sunday or a legal holiday under the laws of Japan;

(iii) if such day relates to any interest rate settings as to any Loan denominated in Sterling, any fundings, disbursements, settlements and payments in Sterling in respect of any such Loan, or any other dealings in Sterling to be carried out pursuant to this Agreement in respect of any such Loan, any day other than a day banks are closed for general business in London because such day is a Saturday, Sunday or a legal holiday under the laws of the United Kingdom;

(iv) if such day relates to any interest rate settings as to any Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Loan, a U.S. Government Securities Business Day;

(v) if such day relates to a CDOR Rate Loan, any such day on which dealings in Canadian Dollar banker’s acceptances are conducted by and between major banks in Toronto; and

(vi) if such day relates to a TIIE Rate Loan, any day other than a day on which commercial banks are authorized to close under the Laws of, or are in fact closed in Mexico City, Mexico.

“Canadian Dollars” and the symbol “Cdn$” mean the lawful currency of Canada.

“Capital Expenditures” means, for any period, an amount equal to $0.10 per square foot on the aggregate of the portfolio square footage of Prologis and its Consolidated Subsidiaries most recently reported on the financial statements of Prologis delivered to Global Administrative Agent.

“Capital Lease” means any capital lease or sublease that has been (or under GAAP should be) capitalized on the balance sheet of the lessee.

“Capitalization Rate” means 5.50% with respect to all Properties.

“Cash Collateralize” means, with respect to each Tranche that has a Letter of Credit subfacility, to pledge and deposit with or deliver to the applicable Funding Agent, for the benefit of the L/C Issuers of such Tranche and Lenders of such Tranche, as collateral for the L/C Obligations of such Tranche, cash or deposit account balances in the applicable currency of the applicable Letter of Credit pursuant to documentation in form and substance satisfactory to the applicable Funding Agent (which documents are hereby consented to by such Lenders). Derivatives of such term have corresponding meanings.

“Cash Equivalents” means (a) direct obligations of the United States of America or any agency thereof, or obligations fully guaranteed by the United States of America or any agency thereof; provided that such obligations mature within one year of the date of acquisition thereof, (b) commercial paper rated “A-1” (or higher) according to S&P or “P-1” (or higher) according to Xxxxx’x and, in each case, maturing not more than 180 days from the date of acquisition thereof, (c) time deposits with, and certificates of deposit and bankers’ acceptances issued by, any Lender or any other United States bank having capital surplus and undivided profits aggregating at least $1,000,000,000, and (d) mutual funds whose investments are substantially limited to the foregoing.

“CDOR Rate” has the meaning specified in the definition of “Eurocurrency Rate”.

“CDOR Rate Loan” means a Committed Loan denominated in Canadian Dollars that bears interest based on the CDOR Rate.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any Law, (b) any change in any Law or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, in each case shall be deemed to be a “Change in Law,” regardless of the date enacted, adopted, promulgated or issued.

“Change of Control” means an event or series of events by which:

(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly, of 40% or more of the equity securities of General Partner entitled to vote for members of the board of directors or equivalent governing body of General Partner on a fully-diluted basis;

(b) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of General Partner cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; or

(c) General Partner shall cease to (i) be the sole general partner of Prologis, or (ii) own, directly or indirectly, more than 50% of the Equity Interests of Prologis.

“Closing Date” means the first date all the conditions precedent in Section 8.1 are satisfied or waived in accordance with Section 14.1.

“CME” means CME Group Benchmark Administration Limited.

“Code” means the Internal Revenue Code of 1986.

“Commitment” means a Lender’s commitment under any Tranche.

“Committed Borrowings” means, collectively, U.S. Committed Borrowings, Euro Committed Borrowings and each Supplemental Committed Borrowing; and “Committed Borrowing” means any one of the foregoing.

“Committed Loan Notices” means, collectively, the U.S. Committed Loan Notice, the Euro Committed Loan Notice and each Supplemental Committed Loan Notice; and “Committed Loan Notice” means any one of the Committed Loan Notices.

“Committed Loans” means, collectively, the U.S. Committed Loans, the Euro Committed Loans and each Supplemental Committed Loan; and “Committed Loan” means any one of the Committed Loans.

“Companies” means Prologis and its Consolidated Subsidiaries; provided that for purposes of Sections 9.2, 9.6, 9.7, 9.14, 9.20 and 12.1, “Companies” shall also include each Borrower that is not a Consolidated Subsidiary; and “Company” means any one of the Companies.

“Compliance Certificate” means a certificate substantially in the form of Exhibit C.

“Consolidated Leverage Ratio” means, as of any date, the ratio of (a) all Indebtedness of the Companies, on a consolidated basis, to (b) Total Asset Value; provided that for purposes of calculating the Consolidated Leverage Ratio, (i) total Indebtedness of the Companies shall be adjusted by deducting therefrom an amount equal to the lesser of (A) total Indebtedness that by its terms is scheduled to mature on or before the date that is 24 months from the date of calculation and (B) Unrestricted Cash of the Companies and (ii) Total Asset Value shall be adjusted by deducting therefrom the amount by which total Indebtedness is adjusted under clause (i).

“Consolidated Subsidiary” means, with respect to any Person (a “Parent”), any other Person in which such Parent directly or indirectly holds an Equity Interest and that would be consolidated in the preparation of consolidated financial statements of such Parent in accordance with GAAP. Any reference herein or in any other Loan Document to a “Consolidated Subsidiary” shall, unless otherwise specified, be a reference to a Consolidated Subsidiary of Prologis.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Credit Extension” means the making of a Borrowing (but not a continuation or conversion thereof) or an L/C Credit Extension.

“Credit Parties” means, collectively, each Agent, each Lender, each L/C Issuer, each Swing Line Lender and each Fronting Lender.

“Customary Recourse Exceptions” means, with respect to any Non-Recourse Debt, exclusions from the exculpation provisions with respect to such Non-Recourse Debt for fraud, misapplication of cash, environmental claims, breach of representations or warranties, failure to pay taxes and insurance, and other circumstances customarily excluded by institutional lenders from exculpation provisions and/or included in separate indemnification agreements in non-recourse financings of real estate.

“Daily Floating Rate” means a Daily Simple SOFR Rate or a Daily Floating XXXXX Rate, as applicable.

“Daily Floating Rate Loan” means a Daily Simple SOFR Rate Loan or a Daily Floating XXXXX Rate Loan, as applicable.

“Daily Floating XXXXX Rate” means the rate per annum equal to XXXXX determined pursuant to the definition thereof; provided that, if any Daily Floating XXXXX Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. Any change in Daily Floating XXXXX Rate shall be effective from and including the date of such change without further notice.

“Daily Floating XXXXX Rate Loan” means a Committed Loan denominated in Sterling under the U.S. Tranche or the Euro Tranche that bears interest at a rate based on the definition of “Daily Floating XXXXX Rate.”

“Daily Simple SOFR Rate” means, with respect to any applicable determination date, (a) SOFR published on the fifth (5^th) U.S. Government Securities Business Day preceding such date by the SOFR Administrator on the Federal Reserve Bank of New York’s website (or any successor source); provided, however, that if such day is not a U.S. Government Securities Business Day, then the Daily Simple SOFR Rate means such rate so published on the fifth (5^th) U.S. Government Securities Business Day preceding the first (1^st) U.S. Government Securities Business Day immediately prior thereto, plus (b) the SOFR Adjustment. If the Daily Simple SOFR Rate as of any date of determination shall be less than zero (0), such rate shall be deemed to be zero (0) as of such date of determination for all purposes of this Agreement.

“Daily Simple SOFR Rate Loan” means a Committed Loan denominated in Dollars under the U.S. Tranche or the Euro Tranche that bears interest based on the Daily Simple SOFR Rate.

“Debt Service” means, for any Person for any period, the sum of the cash portion of Interest Expense (excluding, to the extent included therein, amortized fees previously paid in cash) plus any regularly scheduled principal payments on Indebtedness; provided that Debt Service shall not include Excluded Debt Service.

“Debtor Relief Laws” means Title 11 of the United States Code and all other applicable state or federal liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting rights of creditors generally.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time or both, would be an Event of Default.

“Default Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Margin, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided that with respect to a Eurocurrency Rate Loan, a Term SOFR Rate Loan, a Daily Simple SOFR Rate Loan, a Daily Floating XXXXX Rate Loan, a TONAR Rate Loan, a TIIE Rate Loan, a Substitute Rate Loan, a Money Market Rate Loan and a Supplemental Rate Loan, if any, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Margin) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Margin plus 2% per annum.

“Defaulting Lender” means any Lender that: (a) has failed to fund (i) any Loan (including any portion of any applicable Fronting Loan), unless such Lender notifies Global Administrative Agent, the applicable Funding Agent and the applicable Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, (ii) any participation in L/C Obligations or (iii) any participation in a Swing Line Loan, in each case, within two Business Days of the date required to be funded by it hereunder, unless such failure has been cured; (b) has notified any Borrower, Global Administrative Agent, any Funding Agent, any L/C Issuer or any other Lender in writing that it does not intend to comply with any of its funding obligations hereunder (unless such notice has been withdrawn and the effect of such notice has been cured) or has made a public statement to that effect (unless such statement has been retracted); (c) has failed, within three Business Days after written request by Global Administrative Agent or Prologis, to confirm in writing to Global Administrative Agent and Prologis that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans (including any portion of an applicable Fronting Loan), participations in L/C Obligations or participations in Swing Line Loans, unless such failure has been cured; (d) has otherwise failed to pay to Global Administrative Agent, any Funding Agent, any L/C Issuer or any other Lender any other amount (other than a de minimis amount) required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute or such failure has been cured; or (e) has, or has a direct or indirect parent company that has, (i) become the subject of a bankruptcy or insolvency proceeding, (ii) had a receiver, conservator, trustee or custodian appointed for it, (iii) taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment, or (iv) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in such Lender or any direct or indirect parent company thereof by a Governmental Authority, so long as the ownership or acquisition of such Equity Interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contract or agreement made with such Lender.

“Disposition” or “Dispose” means the sale, transfer, license, lease, contribution or other disposition (including any sale and leaseback transaction, but excluding charitable contributions) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith, and including any disposition of property to a limited liability company organized in Delaware that has been formed upon the consummation of the division of a limited liability company pursuant to the Delaware Limited Liability Company Act.

“Disqualified Stock” means any Equity Interests of a Person that by its terms (or by the terms of any Equity Interests into which it is convertible or for which it is exchangeable or exercisable) (a) matures or is subject to mandatory redemption, pursuant to a sinking fund obligation or otherwise on or prior to the Maturity Date, (b) is convertible into or exchangeable or exercisable for a Liability or Disqualified Stock on or prior to the Maturity Date, (c) is redeemable on or prior to the Maturity Date at the option of the holder of such Equity Interests or (d) otherwise requires any payments by such Person on or prior to the Maturity Date.

“Dollar” and “$” mean lawful money of the United States.

“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Foreign Currency, the equivalent amount thereof in Dollars as determined by Global Administrative Agent, the applicable Funding Agent or the applicable L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (as of the most recent Revaluation Date) for the purchase of Dollars with such Foreign Currency.

“Domestic Borrower” means, with respect to each Tranche, a Borrower under such Tranche that is not a Foreign Borrower under such Tranche.

“Dutch Banking Act” means the Act on the Supervision of the Financial Markets dated September 28, 2006 (Wet op het Financieel Toezicht).

“Dutch Borrower” means any Borrower that is organized under the Laws of The Netherlands.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country that is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country that is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country that is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Affiliate” means any Person in which Prologis directly or indirectly holds an Equity Interest.

“Eligible Qualified Institution” means a Qualified Institution that meets the following requirements: (a) to the extent that a Lender is a Qualified Lender with respect to an outstanding Loan in which a Fronting Lender has funded a portion of such Loan, then an “Eligible Qualified Institution” with respect to the assignment of such Loan by such Qualified Lender is a Qualified Lender; and (b) such Qualified Institution is able to make the representations set forth in Section 7.1.5(a) with respect to the applicable Tranche; provided that “Eligible Qualified Institution” shall not include any Company or any Affiliate of any Company.

“EMU” means the European economic and monetary union in accordance with the Treaty of Rome 1957, as amended by the Single Xxxxxxxx Xxx 0000, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998.

“EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“Environmental Laws” means all Federal, state, provincial, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of Prologis or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” means, with respect to any Person, all shares of capital stock of (or other ownership or profit interests in) such Person, all warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person, and all other ownership, beneficial or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, in each case to the extent then outstanding; provided that the convertible senior notes of Prologis shall not constitute Equity Interests unless such notes are converted into capital stock of Prologis.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with Prologis within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means: (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by Prologis or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by Prologis or any ERISA Affiliate from a Multiemployer Plan or receipt by Prologis or any ERISA Affiliate of notification that a Multiemployer Plan is insolvent; (d) the filing by Prologis or any ERISA Affiliate of a notice of intent to terminate any Pension Plan, the treatment of a Pension Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; or (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan.

“ESG Pricing Provisions” has the meaning specified in Section 1.10.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person).

“EURIBOR Rate” has the meaning specified in the definition of “Eurocurrency Rate”.

“Euro” and “EUR” mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

“Euro Absolute Rate Loan” means a Euro Bid Loan that bears interest at a rate determined with reference to an Absolute Rate.

“Euro Aggregate Commitments” means, at any time, the Euro Commitments of all Euro Qualified Lenders and Euro Non-Qualified Lenders, provided that the Euro Aggregate Commitments shall not include the Fronting Commitments.

“Euro Bid Borrowing” means a borrowing consisting of simultaneous Euro Bid Loans of the same Type from each of the Euro Lenders whose offer to make one or more Euro Bid Loans as part of such borrowing has been accepted under the auction bidding procedures described in Section 3.7.

“Euro Bid Loan” has the meaning specified in Section 3.7.1.

“Euro Bid Loan Lender” means, in respect of any Euro Bid Loan, the Euro Lender making such Euro Bid Loan to the applicable Euro Borrower.

“Euro Bid Loan Sublimit” means the lesser of (a) €100,000,000 (as such amount may be increased or decreased pursuant to Section 6.12.3) and (b) the Euro Aggregate Commitments. The Euro Bid Loan Sublimit is part of, and not in addition to, the Euro Aggregate Commitments.

“Euro Bid Request” means a written request for one or more Euro Bid Loans substantially in the form of Exhibit I-1.

“Euro Borrower” means each Borrower listed under the heading “Euro Tranche” on Schedule 2.3 and any other Borrower added to the Euro Tranche pursuant to Section 6.11.

“Euro Commitment” means, as to each Euro Lender, its obligation to (a) make Euro Committed Loans to Euro Borrowers pursuant to Section 3.1, (b) purchase participations in Euro Fronting Loans to the extent such Euro Lender is a Euro Non-Qualified Lender, (c) purchase participations in Euro L/C Obligations and (d) purchase participations in Euro Swing Line Loans, in the Euro Equivalent aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Euro Lender’s name on the most recent Schedule 2.1, as prepared by Global Administrative Agent or Euro Funding Agent (or if the applicable assignment occurred after such preparation, in the most recent Assignment and Assumption to which such Euro Lender is a party), as such amount may be adjusted from time to time in accordance with this Agreement.

“Euro Committed Borrowing” means a borrowing consisting of simultaneous Euro Committed Loans of the same Type and having the same Interest Period made by each Euro Lender (other than any applicable Euro Non-Qualified Lender) pursuant to Section 3.1.

“Euro Committed Loan” has the meaning specified in Section 3.1, and shall include any Euro Fronting Loan made in connection with a Euro Committed Borrowing.

“Euro Committed Loan Notice” means a notice of (a) a Euro Committed Borrowing, (b) a conversion of Euro Committed Loans from one Type to the other or (c) a continuation of Eurocurrency Rate Committed Loans or Term SOFR Rate Loans under the Euro Tranche, pursuant to Section 3.3.1, which shall be substantially in the form of Exhibit A-2 or such other form as may be approved by Euro Funding Agent (including any form on an electronic platform or electronic transmission system as shall be approved by Euro Funding Agent), appropriately completed and signed by a Responsible Officer of the applicable Borrower.

“Euro Competitive Bid” means a written offer by a Euro Lender to make one or more Euro Bid Loans, substantially in the form of Exhibit J-1, duly completed and signed by such Euro Lender.

“Euro Credit Exposure” means, for any Euro Lender at any time, the aggregate Euro Outstanding Amount of all Euro Committed Loans (other than Euro Fronting Loans) of such Euro Lender plus such Euro Lender’s Applicable Tranche Percentage of the Euro Outstanding Amount of all Euro L/C Obligations and all Euro Swing Line Loans plus, as to any Euro Non-Qualified Lenders, the Euro Outstanding Amount of such Euro Lender’s participation in all applicable Euro Fronting Loans.

“Euro Credit Extension” means each of the following: (a) a Euro Committed Borrowing, (b) a Euro Swing Line Borrowing and (c) a Euro L/C Credit Extension.

“Euro Equivalent” means, at any time, (a) with respect to any amount denominated in Euro, such amount, and (b) with respect to any amount denominated in any Alternative Currency under the Euro Tranche, the equivalent amount thereof in Euro as determined by Euro Funding Agent or the applicable Euro L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (as of the most recent Revaluation Date) for the purchase of Euro with such Alternative Currency.

“Euro Eurocurrency Margin Bid Loan” means a Euro Bid Loan that bears interest at a rate based upon the Eurocurrency Rate.

“Euro Fronting Loan” has the meaning specified in Section 3.2.1.

“Euro Funding Agent” means ING Bank N.V., in its capacity as Euro funding agent under the Loan Documents, or any successor Euro funding agent.

“Euro Funding Agent’s Office” means, with respect to the Euro Tranche, Euro Funding Agent’s Office address and, as appropriate, account as set forth on Schedule 14.2 with respect to the Euro Tranche, or (subject to Section 14.2.5) such other address or account with respect to Euro Tranche as Euro Funding Agent may from time to time notify to Prologis, Global Administrative Agent, the other Funding Agents and Euro Lenders.

“Euro L/C Borrowing” means an extension of credit resulting from a drawing under any Euro Letter of Credit which has not been reimbursed on the date when made or refinanced as a Euro Committed Borrowing. All Euro L/C Borrowings shall be denominated in Euro or Sterling, as applicable.

“Euro L/C Credit Extension” means, with respect to any Euro Letter of Credit, the issuance thereof, the extension of the expiry date thereof or the increase of the amount thereof.

“Euro L/C Issuers” means ING Bank N.V., in its individual capacity as a bank issuing Euro Letters of Credit hereunder, and any other Euro Lender, in its individual capacity, approved by Global Administrative Agent, Euro Funding Agent and Prologis, that agrees to issue Euro Letters of Credit hereunder; and “Euro L/C Issuer” means any one of the Euro L/C Issuers.

“Euro L/C Obligations” means, as of any date of determination, the aggregate amount available to be drawn under all outstanding Euro Letters of Credit plus the aggregate of all Euro Unreimbursed Amounts, including all Euro L/C Borrowings.

“Euro Lender” means each Lender listed on Schedule 2.1(b) and any Person that becomes a Euro Lender pursuant to Section 6.13, in each case including such Person’s successors and permitted assigns.

“Euro Letter of Credit” means any standby letter of credit, bank guaranty, bank bond or comparable instrument issued under the Euro Tranche. Euro Letters of Credit may only be issued in Euro or Sterling.

“Euro Letter of Credit Sublimit” means an amount equal to the lesser of (a) EUR 20,000,000 and (b) the Euro Aggregate Commitments. The Euro Letter of Credit Sublimit is part of, and not in addition to, the Euro Aggregate Commitments.

“Euro Loan” means an extension of credit by a Euro Lender to a Borrower under Article III in the form of a Euro Committed Loan, a Euro Swing Line Loan or a Euro Bid Loan.

“Euro Non-Qualified Lender” means a Euro Lender that is not a Euro Qualified Lender.

“Euro Outstanding Amount” means: (a) with respect to Euro Committed Loans (other than Euro Fronting Loans), the aggregate outstanding Euro Equivalent principal amount thereof after giving effect to any borrowings and repayments of Euro Committed Loans; (b) with respect to Euro Fronting Loans, the aggregate outstanding Euro Equivalent principal amount thereof after giving effect to any borrowings and repayments of Euro Fronting Loans; (c) with respect to Euro Swing Line Loans, the aggregate outstanding Euro Equivalent principal amount thereof after giving effect to any borrowings and repayments of Euro Swing Line Loans; (d) with respect to Euro Bid Loans, the aggregate outstanding principal amount thereof after giving effect to any borrowings and repayments of Euro Bid Loans; and (e) with respect to any Euro L/C Obligations, the aggregate outstanding Euro Equivalent principal amount thereof after giving effect to any Euro L/C Credit Extension occurring on such date and any other change in the outstanding amount of the Euro L/C Obligations on such date, including as a result of any reimbursement by any Euro Borrower of Euro Unreimbursed Amounts.

“Euro Qualified Lender” means, as of any date of determination, a Euro Lender that (a) has committed hereunder to make Euro Committed Loans in the applicable currency requested by a Euro Borrower to be funded under the Euro Tranche, (b) is capable of making the requested Euro Committed Loans to the Foreign Borrower requesting such Euro Committed Loan without the imposition of any withholding taxes and (c) to the extent the applicable Euro Borrower requesting a Euro Committed Loan is a Japanese Borrower, is not a Non-Qualified Japan Lender.

“Euro Required Lenders” means, as of any date of determination, Euro Lenders having more than 50% of the Euro Aggregate Commitments or, if the Euro Aggregate Commitments have terminated, Euro Lenders holding in the aggregate more than 50% of the Euro Total Outstandings (with the aggregate amount of each Euro Lender’s risk participation and funded participation in Euro L/C Obligations, Euro Fronting Loans and Euro Swing Line Loans being deemed “held” by such Euro Lender for purposes of this definition); provided that the Euro Commitment of, and the portion of the Euro Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Euro Required Lenders.

“Euro Swing Line” means the Euro revolving credit facility made available by Euro Swing Line Lender pursuant to Section 3.5.

“Euro Swing Line Borrowing” means a borrowing of a Euro Swing Line Loan pursuant to Section 3.5.

“Euro Swing Line Lender” means ING Bank N.V. in its capacity as provider of Euro Swing Line Loans, or any successor Euro swing line lender hereunder.

“Euro Swing Line Loan” has the meaning specified in Section 3.5.1.

“Euro Swing Line Loan Notice” means a notice of a Euro Swing Line Borrowing pursuant to Section 3.5.2, which, if in writing, shall be substantially in the form of Exhibit B-2.

“Euro Swing Line Sublimit” means an amount equal to the lesser of (a) EUR 40,000,000 and (b) the Euro Aggregate Commitments. The Euro Swing Line Sublimit is part of, and not in addition to, the Euro Aggregate Commitments.

“Euro Total Outstandings” means the aggregate Euro Outstanding Amount of all Euro Committed Loans (including all Euro Fronting Loans), all Euro Swing Line Loans, all Euro Bid Loans and all Euro L/C Obligations.

“Euro Tranche” means the revolving credit facility described in Article III.

“Euro Unreimbursed Amount” means any unreimbursed amount under Section 5.3 with respect to a Euro Letter of Credit.

“Eurocurrency Bid Margin” means the margin above or below the Eurocurrency Rate to be added to or subtracted from the Eurocurrency Rate, which margin shall be expressed in multiples of 1/100th of one basis point.

“Eurocurrency Rate” means, for any Interest Period, with respect to:

(a) any Eurocurrency Rate Loan denominated in Euro under the Euro Tranche, the rate per annum equal to the offered quotation which appears on the Reuters screen which displays the rate of the European Money Markets Institute for the Euro (being currently page “EURIBOR01”) for such Interest Period at approximately 11:00 a.m., Brussels time, two Business Days prior to the commencement of such Interest Period for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period or, if such page shall cease to be available, such other page or such other service for the purpose of displaying an average rate of the European Money Markets Institute as Euro Funding Agent, after consultation with Prologis, shall select. If such rate is not available at such time for any reason, and Euro Funding Agent has not selected an alternative service on which a quotation is displayed, then the “Eurocurrency Rate” for such Interest Period under the Euro Tranche shall be the arithmetic mean (rounded upwards, if necessary, to four decimal places) of the rates (as notified to Euro Funding Agent) at which each Reference Bank was offering to prime banks in the European interbank market deposits in Euro for the relevant Interest Period at approximately 11:00 a.m., Brussels time, two Business Days prior to the commencement of such Interest Period;

(b) any Eurocurrency Rate Loan denominated in Euro under the U.S. Tranche, the rate per annum equal to the Euro Interbank Offered Rate (“EURIBOR”), as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by U.S. Funding Agent from time to time, after consultation with Prologis) (in such case, the “EURIBOR Rate”) for such Interest Period at approximately 11:00 a.m., Brussels time, two Business Days prior to the commencement of such Interest Period (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period;

(c) any Eurocurrency Rate Loan denominated in Canadian Dollars under the U.S. Tranche, the rate per annum equal to the Canadian Dollar Offered Rate, or a comparable or successor rate determined in accordance with Section 7.3.1, as published on the applicable Reuters screen page (in such case, the “CDOR Rate”) (or such other commercially available source providing such quotations as may be designated by U.S. Funding Agent from time to time) at or about 10:00 a.m. (Toronto, Ontario time) on the first day of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by U.S. Funding Agent) (or if such day is not a Business Day, then on the immediately preceding Business Day) with a term equivalent to such Interest Period;

(d) any Eurocurrency Rate Loan denominated in Yen under the U.S. Tranche or the Euro Tranche, the rate per annum equal to the Tokyo Interbank Offered Rate (“TIBOR Rate”), as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated for the applicable Tranche by the applicable Funding Agent after consultation with Prologis from time to time) at or about 11:00 a.m. (Japan time) on the day that is two Business Days prior to the commencement of such Interest Period;

(e) solely in the event that a term XXXXX rate is approved by the Bank of England as a rate that may be used for loans similar to the Eurocurrency Rate Loans, for any Interest Period with respect to any Eurocurrency Rate Loan denominated in Sterling (to the extent such Loans will bear interest at a term rate), the term rate per annum as designated and agreed to by Global Administrative Agent and Prologis in an amendment to this Agreement (which amendment will also include amendments to provide Borrowers with the option to choose whether Eurocurrency Rate Loans denominated in Sterling will be Daily Floating Rate Loans or Eurocurrency Rate Loans), giving due consideration to any evolving or then existing convention for similar syndicated credit facilities with loans denominated in Sterling, together with any proposed Successor Rate Conforming Changes and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after Global Administrative Agent shall have posted such proposed amendment to all Lenders, the Funding Agents and Prologis unless, prior to such time, Lenders comprising the Required Lenders have delivered to Global Administrative Agent written notice that such Required Lenders do not accept such amendment; provided that such rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for Global Administrative Agent, such rate shall be applied in a manner as otherwise reasonably determined by Global Administrative Agent in consultation with Prologis; and

(f) any Supplemental Rate Loan under each Supplemental Tranche, as set forth in the applicable Supplemental Addendum.

If the Eurocurrency Rate for any Interest Period shall be less than zero (0), such rate shall be deemed to be zero (0) for such Interest Period for all purposes of this Agreement.

“Eurocurrency Rate Committed Loan” means any Committed Loan that bears interest at a rate based upon the Eurocurrency Rate. For the avoidance of doubt, a CDOR Rate Loan and a TIBOR Rate Loan is each a Eurocurrency Rate Committed Loan, but a Daily Floating Rate Loan is not a Eurocurrency Rate Committed Loan.

“Eurocurrency Rate Loan” means any Committed Loan or Bid Loan that bears interest at a rate based on the Eurocurrency Rate. For the avoidance of doubt, (a) any Eurocurrency Rate Loan denominated in Euro (i) under the U.S. Tranche shall be based on the EURIBOR Rate, and (ii) under the Euro Tranche shall be based on the rate specified in clause (a) of the definition of “Eurocurrency Rate”; and (b) a CDOR Rate Loan and a TIBOR Rate Loan is each a Eurocurrency Rate Loan, but a Daily Floating Rate Loan is not a Eurocurrency Rate Loan.

“Event of Default” has the meaning specified in Section 12.1.

“Excluded Debt Service” means, for any period, any regularly scheduled principal payments on (a) any Indebtedness that pays such Indebtedness in full, but only to the extent that the amount of such final payment is greater than the scheduled principal payment immediately preceding such final payment, and (b) any Indebtedness (other than Secured Debt) that is rated at least Baa3 and BBB-, as the case may be, by at least two of S&P, Moody’s and Fitch.

“Excluded Taxes” means, with respect to any Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Borrower hereunder, (a) Taxes imposed on or measured by its overall net income (however denominated), and franchise Taxes, in each case, (i) imposed on it (in lieu of net income Taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized, in which its principal office is located, in which it is otherwise conducting business (other than as a result of entering into or receiving payments under this Agreement) and subject to such Taxes or, in the case of any Lender, in which its applicable Lending Office is located, or (ii) that are Other Connection Taxes, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction described in clause (a) in which any Agent, any Lender, any L/C Issuer or any other recipient is located, (c) except as provided in the following sentence, in the case of a Lender (other than an assignee pursuant to a request by Prologis under Section 7.6.3), any withholding Tax that is imposed on amounts payable to such Lender at the time such Lender becomes a party hereto (or designates a new Lending Office) or is attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 7.1.4, except to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the applicable Borrower with respect to such withholding Tax pursuant to Section 7.1.1 and (d) any Taxes imposed under FATCA. Notwithstanding anything to the contrary contained in this definition, except with respect to any Taxes imposed under FATCA (for which the first sentence in this definition controls), (x) prior to the Trigger Date, “Excluded Taxes” shall not include any withholding tax imposed at any time on payments made by or on behalf of a Foreign Obligor to any Lender hereunder or under any other Loan Document (regardless of whether a Fronting Lender was utilized to mitigate any withholding taxes), provided that such Lender shall have complied with its obligations under Section 7.1.4 and (y) on or after the Trigger Date, “Excluded Taxes” shall not include any withholding tax imposed at any time on payments made to any Lender hereunder or under any other Loan Documents (regardless of whether such Lender has complied with Section 7.1.4). Furthermore, except with respect to any Taxes imposed under FATCA (for which the first sentence in this definition controls), “Excluded Taxes” shall not include any withholding tax imposed at any time on payments made by or on behalf of a Foreign Obligor to any Lender (other than a Fronting Lender acting in such capacity) with respect to any Loan that such Lender is required to make pursuant to Section 2.2.2(a) or 3.2.2(a).

“Exemption Representation” has the meaning specified in Section 7.1.5(a).

“Existing Indenture” means the Indenture dated as of June 30, 1998 among General Partner, Prologis and U.S. Bank National Association (as successor in interest to State Street Bank and Trust Company of California, N.A.), as Trustee.

“Extension Effective Date” has the meaning specified in Section 6.10.2.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement, regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471 (b) (1) of the Code, any intergovernmental agreement entered into among Governmental Authorities pursuant to the foregoing and any fiscal or regulatory legislation, rules or practices adopted pursuant to any such intergovernmental agreement, or any treaty or convention among Governmental Authorities and implementing the foregoing.

“Federal Funds Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided that if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Fee Letters” means, collectively, the fee letters entered into by and among Prologis and certain Agents and/or certain Credit Parties.

“Fitch” means Fitch IBCA, Duff & Xxxxxx, a division of Fitch, Inc. (or any successor thereof) or, if Fitch no longer publishes ratings, then another ratings agency selected by Prologis and reasonably acceptable to Global Administrative Agent.

“Fixed Charge Coverage Ratio” means, as of the last day of any fiscal quarter, the ratio of (a) (i) Adjusted EBITDA, minus (ii) Capital Expenditures, to (b) the sum of (i) Debt Service in respect of all Indebtedness, plus (ii) Preferred Dividends, in each case for the Companies on a consolidated basis and for the four fiscal quarters ending on the date of determination.

“Foreign Borrower” means a Borrower that (a) with respect to the U.S. Tranche, (i) is not organized under the Laws of a jurisdiction of the United States, a State thereof or the District of Columbia or (ii) is organized under the Laws of a jurisdiction of the United States, a State thereof or the District of Columbia but is domiciled and operating in another jurisdiction that results in U.S. Loans to such Borrower being subject to withholding taxes, (b) with respect to the Euro Tranche, (i) is not organized under the Laws of The Netherlands or (ii) is organized under the Laws of The Netherlands but is domiciled and operating in another jurisdiction that results in Euro Loans to such Borrower being subject to withholding taxes, and (c) with respect to a Supplemental Tranche, (i) is not organized under the Laws of the applicable Supplemental Primary Location or (ii) is organized under the Laws of the applicable Supplemental Primary Location but is domiciled and operating in another jurisdiction that results in Supplemental Loans to such Borrower being subject to withholding taxes.

“Foreign Currency” means any currency other than Dollars.

“Foreign Currency Equivalent” means with respect to an amount denominated in a Primary Currency of any Tranche, the equivalent in the applicable Alternative Currency of such amount determined at the Spot Rate for the purchase of such Alternative Currency with the applicable Primary Currency, as determined by the applicable Funding Agent on the most recent Revaluation Date applicable to such amount.

“Foreign Lender” means, with respect to any Borrower, any Lender that is organized under the Laws of a jurisdiction other than that in which such Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Obligor” means a Loan Party that (a) with respect to the U.S. Tranche, (i) is not organized under the Laws of a jurisdiction of the United States, a State thereof or the District of

Columbia or (ii) is organized under the Laws of a jurisdiction of the United States, a State thereof or the District of Columbia but is domiciled and operating in another jurisdiction that results in U.S. Loans to such Loan Party being subject to withholding taxes, (b) with respect to the Euro Tranche, (i) is not organized under the Laws of The Netherlands or (ii) is organized under the Laws of The Netherlands but is domiciled and operating in another jurisdiction that results in Euro Loans to such Loan Party being subject to withholding taxes, and (c) with respect to a Supplemental Tranche, (i) is not organized under the Laws of the applicable Supplemental Primary Location or (ii) is organized under the Laws of the applicable Supplemental Primary Location but is domiciled and operating in another jurisdiction that results in Supplemental Loans to such Loan Party being subject to withholding taxes.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Commitment” means, with respect to any Fronting Lender, the aggregate Dollar Equivalent amount of Fronting Loans that such Fronting Lender has agreed to make as set forth on Schedule 2.2, as such amount may be adjusted in accordance with Section 14.13.

“Fronting Lender Election” means the election by Prologis, in consultation with the applicable Funding Agent, of one or more Fronting Lenders to make the applicable Fronting Loans; provided that to the extent Prologis does not make such election as to which Fronting Lenders fund such Fronting Loan within one Business Day after a request for such information by the applicable Funding Agent, then such Funding Agent, to the extent that it is a Fronting Lender, shall fund such Fronting Loan in its capacity as a Fronting Lender; provided, further, that if such Funding Agent, in its capacity as Fronting Lender, is unable to fund any portion of such Fronting Loan due to the limitations set forth in Section 2.2.1 or 3.2.1, as applicable, then the Fronting Loan (or the applicable portion thereof) shall be funded by the other Fronting Lenders in the order of the Fronting Lenders with the highest unused Fronting Commitments.

“Fronting Lenders” means, collectively, the Lenders listed on Schedule 2.2, and each successor or additional Fronting Lender hereunder, and “Fronting Lender” means any one of the Fronting Lenders.

“Fronting Loans” means, collectively, the U.S. Fronting Loans and the Euro Fronting Loans; and “Fronting Loan” means any of the Fronting Loans.

“Fronting Portion” means, with respect to any Fronting Loan, the portion of such Fronting Loan that is funded by the applicable Fronting Lender, as determined by the Funding Agent for the applicable Tranche.

“Funding Agents” means, collectively, U.S. Funding Agent, Euro Funding Agent and each Supplemental Funding Agent; and “Funding Agent” means any of the Funding Agents.

“Funding Agents’ Offices” means, collectively, the U.S. Funding Agent’s Office, the Euro Funding Agent’s Office and each Supplemental Funding Agent’s Office; and “Funding Agent’s Office” means any one of the Funding Agents’ Offices.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute

of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“General Partner” means Prologis, Inc., a Maryland corporation qualified as a REIT.

“General Partner Guaranty” means a Guaranty made by General Partner in favor of Global Administrative Agent pursuant to Section 10.13.

“Global Administrative Agent” means Bank of America, in its capacity as global administrative agent under the Loan Documents, or any successor in such capacity.

“Global Administrative Agent’s Office” means, with respect to any currency, Global Administrative Agent’s address and, as appropriate, account as set forth on Schedule 14.2 with respect to such currency, or (subject to Section 14.2.5) such other address or account with respect to such currency as Global Administrative Agent may from time to time notify to Prologis, the Funding Agents and Lenders.

“GLOC 1.0 Facility” means the Global Senior Credit Agreement dated as of June 30, 2022 among Prologis, certain other parties and Bank of America, as global administrative agent.

“Governmental Authority” means the government of the United States or any other nation, or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if

not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. Guarantees shall not include contingent obligations under any Special Limited Contribution Agreement (“SLCA”) in connection with certain of such Person’s contributions of Properties to Property Funds pursuant to which a Company is obligated to make additional capital contributions to the respective Property Fund under certain circumstances unless the obligations under such SLCA are required under GAAP to be included in “liabilities” on the balance sheet of the Companies. The term “Guarantee” as a verb has a corresponding meaning.

“Guaranteed Obligations” means the principal and interest (whether such interest is allowed as a claim in a bankruptcy proceeding with respect to any Borrower or otherwise) of each Loan made under this Agreement to any Affiliate Borrower, together with all other obligations (including obligations which, but for the automatic stay under Section 362(a) of the United States Bankruptcy Code, would become due) and liabilities (including indemnities, fees and interest thereon), direct or indirect, of any Affiliate Borrower to any Credit Party now existing or hereafter incurred under, arising out of or in connection with this Agreement or any other Loan Document, including all costs, expenses and fees, including court costs and reasonable attorneys’ fees, arising in connection with the collection of any Guaranteed Obligations.

“Guaranties” means the Prologis Guaranty and if a General Partner Guaranty has been delivered pursuant to Section 10.13 and remains in effect pursuant to Section 10.13, the General Partner Guaranty.

“Guarantors” means Prologis, and if a General Partner Guaranty has been delivered pursuant to Section 10.13 and remains in effect pursuant to Section 10.13, General Partner.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Honor Date” has the meaning specified in Section 5.3.1.

“Increasing Lender” has the meaning specified in Section 6.13.1.

“Indebtedness” means for any Person, without duplication, all monetary obligations, excluding trade payables and accrued expenses (including deferred tax liabilities except as expressly provided below) incurred in the ordinary course of business or for which reserves in accordance with GAAP or otherwise reasonably acceptable to Global Administrative Agent have been provided, (a) of such Person (i) for borrowed money, (ii) evidenced by bonds, debentures, notes or similar instruments, (iii) to pay the deferred purchase price of property or services, except (x) obligations incurred in the ordinary course of business to pay the purchase price of stock so long as such obligations are paid within customary settlement terms and (y) obligations to purchase stock (other than stock of Prologis or any of its Consolidated Subsidiaries or Affiliates) pursuant to subscription or stock purchase agreements in the ordinary course of business, (iv) arising under Capital Leases to the extent included on a balance sheet of such Person, (v) arising under Swap

Contracts, excluding interest rate contracts entered into to hedge Indebtedness, net of obligations owed to such Person under non-excluded Swap Contracts, (vi) arising under any Guarantee of such Person (other than (x) endorsements in the ordinary course of business of negotiable instruments or documents for deposit or collection, (y) indemnification obligations and purchase price adjustments pursuant to acquisition agreements entered into in the ordinary course of business and (z) any Guarantee of Liabilities of a third party that do not constitute Indebtedness) and (vii) Settlement Debt or (b) secured by a Lien existing on any property of such Person, whether or not such obligation shall have been assumed by such Person; provided that the amount of any Indebtedness under this clause (b) that has not been assumed by such Person shall be equal to the lesser of the stated amount of such Indebtedness or the fair market value of the property securing such Indebtedness. The amount of any Indebtedness shall be determined without giving effect to any xxxx-to-market increase or decrease resulting from the purchase accounting impact of corporate or portfolio acquisitions or any xxxx-to-market remeasurement of the amount of any Indebtedness denominated in a Foreign Currency. Indebtedness shall not include obligations under any assessment, performance, bid or surety bond or any similar bonding obligation.

“Indemnified Taxes” means Taxes other than Excluded Taxes imposed on or with respect to any payment made by or on account of any obligation of the Loan Party under any Loan Document.

“Indemnitee” has the meaning specified in Section 14.4.2.

“Industrial Property” means a Property that is used for manufacturing, processing (including for the avoidance of doubt, data processing), warehousing or retail purposes.

“Information” has the meaning specified in Section 14.7.

“Initial Affiliate Borrowers” means the Eligible Affiliates that are listed on Schedule 2.3.

“Interest Expense” means, for any Person for any period, without duplication, (a) such Person’s “net interest expense” for such period as reported on such Person’s most recent financial statements plus (b) Restricted Payments of any kind or character with respect to, and other proceeds paid or payable in respect of, any Disqualified Stock.

“Interest Payment Date” means, (a) as to any Eurocurrency Rate Loan, any Term SOFR Rate Loan, any U.S. Term SOFR Margin Bid Loan, any Euro Swing Line Loan, any TIIE Rate Loan, any Substitute Rate Loan or any Absolute Rate Loan, (i) the last day of each Interest Period applicable to such Loan and (ii) the Maturity Date; provided that if any Interest Period for a Eurocurrency Rate Loan, a Term SOFR Rate Loan, a U.S. Term SOFR Margin Bid Loan, a TIIE Rate Loan, a Substitute Rate Loan or an Absolute Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; (b) as to any Base Rate Loan, TONAR Rate Loan or Money Market Rate Loan, (i) the last Business Day of each March, June, September and December and (ii) the Maturity Date; (c) as to any Daily Floating Rate Loan, (i) the last Business Day of each month and (ii) the Maturity Date; and (d) as to any Supplemental Rate Loan that is not a Eurocurrency Rate Loan, the dates set forth in the applicable Supplemental Addendum.

“Interest Period” means (a) as to each Eurocurrency Rate Committed Loan, the period commencing on the date such Eurocurrency Rate Committed Loan is disbursed or converted to or continued as a Eurocurrency Rate Committed Loan, and ending on the date (i) with respect to Eurocurrency Rate Committed Loan denominated in Euro, one, three or six months thereafter, (ii) with respect to Eurocurrency Rate Committed Loan denominated in Canadian Dollars, one, two or three months thereafter and (iii) with respect to Eurocurrency Rate Committed Loan denominated in Yen, one, three or six months thereafter, in each case, subject to availability and as selected by the applicable Borrower in the applicable Committed Loan Notice, (b) as to any Term SOFR Rate Loan, the period commencing on the date such Term SOFR Rate Loan is disbursed or converted to or continued as a Term SOFR Rate Loan, and ending on the date one, three or six months thereafter, as selected by the applicable Borrower in the applicable Committed Loan Notice, (c) as to any Substitute Rate Loan, a period agreed upon by the applicable Borrower and Euro Funding Agent (after consultation with the Euro Lenders) or, in the absence of such agreement, a period of one month or such lesser period as Euro Funding Agent deems customary in the relevant market for loans bearing interest based upon a rate similar to the Substitute Rate, (d) as to each Bid Loan, a period of not less than 14 days and not more than 180 days as selected by the applicable Borrower in its Bid Request, and (e) as to each TIIE Rate Loan, the period from the date such TIIE Rate Loan is disbursed or continued as a TIIE Rate Loan, as applicable, to the date occurring 28, 91, or, if available from all applicable Lenders, 182 days, thereafter, as selected by the applicable Borrower in the applicable U.S. Committed Loan Notice (or any such other period as may be agreed to by the applicable Borrower and each applicable U.S. Lender); provided that:

(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless (other than with respect to an Absolute Rate Loan) such next succeeding Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day;

(ii) any Interest Period (other than with respect to an Absolute Rate Loan) that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(iii) no Interest Period shall extend beyond the Maturity Date.

“Investment” means any investment in any Person, Property or other asset, whether by means of stock, purchase, loan, advance, extension of credit, capital contribution or otherwise. The amount of any Investment shall be determined in accordance with GAAP; provided that the amount of the Investment in any Property shall be calculated based upon the undepreciated Investment in such Property.

“IRS” means the United States Internal Revenue Service.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance of such Letter of Credit).

“Issuer Documents” means, with respect to any Letter of Credit, the applicable Letter of Credit Application and any other document, agreement and instrument entered into by the applicable L/C Issuer and the applicable Borrower (or any Eligible Affiliate) or in favor of the applicable L/C Issuer and relating to any Letter of Credit.

“Japanese Borrower” means any Borrower that is organized under the Laws of Japan.

“JPMorgan” means JPMorgan Chase Bank, N.A.

“JPMorgan L/C Outstandings” means, as of any date of determination, the aggregate amount available to be drawn under all outstanding U.S. Letters of Credit (including any reinstatement of or increase in the face amount thereof that may be reflected pursuant to the terms of any U.S. Bond L/C) issued by JPMorgan plus the aggregate of all U.S. Unreimbursed Amounts owed to JPMorgan as a U.S. L/C Issuer.

“JPMorgan U.S. L/C Sublimit” means $20,000,000 or such other amount as may be agreed in writing between JPMorgan and Prologis from time to time and acknowledged by Global Administrative Agent and U.S. Funding Agent.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Advance” means, with respect to each Lender under a particular Tranche, such Lender’s funding of its participation in any L/C Borrowing under such Tranche in accordance with its Applicable Tranche Percentage. All U.S. L/C Advances shall be denominated in Dollars. All Euro L/C Advances shall be denominated in Euro or Sterling, as applicable.

“L/C Borrowing” means a Euro L/C Borrowing or a U.S. L/C Borrowing, as applicable.

“L/C Credit Extensions” means, collectively, each U.S. L/C Credit Extension, each Euro L/C Credit Extension and each Supplemental L/C Credit Extensions; and “L/C Credit Extension” means any one of the L/C Credit Extensions.

“L/C Issuers” means, collectively, each U.S. L/C Issuer, each Euro L/C Issuer and each Supplemental L/C Issuer; and “L/C Issuer” means any one of the L/C Issuers.

“L/C Obligations” means, collectively, the Dollar Equivalent of all of the U.S. L/C Obligations, the Euro L/C Obligations and each Supplemental L/C Obligation.

“Lenders” means, collectively, U.S. Lenders, Euro Lenders and Supplemental Lenders, and, as the context requires, includes the Fronting Lenders and the Swing Line Lenders.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify Prologis, Global Administrative Agent and Funding Agent for the Tranche in which Lender has a commitment or outstandings.

“Letter of Credit Application” means, an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the applicable L/C Issuer.

“Letter of Credit Expiration Date” means the day that is the one year anniversary after the Maturity Date; provided that if such day is not a Business Day, the Letter of Credit Expiration Date shall be the immediately preceding Business Day.

“Letter of Credit Fee” has the meaning specified in Section 5.9.

“Letter of Credit Sublimit” means any of the U.S. Letter of Credit Sublimit, the Euro Letter of Credit Sublimit or any Supplemental Letter of Credit Sublimit.

“Letters of Credit” means, collectively, the U.S. Letters of Credit, the Euro Letters of Credit and each Supplemental Letter of Credit; and “Letter of Credit” means any one of the Letters of Credit.

“Liabilities” means (without duplication), for any Person, (a) any obligations required by GAAP to be classified upon such Person’s balance sheet as liabilities (excluding any deferred tax liabilities and any xxxx-to-market increase or decrease in debt from the purchase accounting impact of corporate or portfolio acquisitions and from the re-measurement of intercompany indebtedness); (b) any liabilities secured (or for which the holder of the liability has an existing right, contingent or otherwise, to be so secured) by any Lien existing on property owned or acquired by that Person, whether or not such obligation shall have been assumed by such Person, provided that the amount of any Liability under this clause (b) that has not been assumed by such Person shall be equal to the lesser of the stated amount of the liabilities secured (or entitled to be secured) or the fair market value of the applicable property; and (c) any Guarantees of such Person of liabilities or obligations of others.

“Lien” means any mortgage, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing, but excluding the interest of a lessor under an operating lease).

“Loan Documents” means this Agreement, the General Partner Guaranty (if a General Partner Guaranty is in effect pursuant to Section 10.13), each Supplemental Addendum, each Borrower Accession Agreement, each Issuer Document, the Fee Letters and the Security Documents.

“Loan Parties” means, collectively, Prologis and each Affiliate Borrower and, if a General Partner Guaranty is in effect pursuant to Section 10.13, General Partner; and “Loan Party” means any one of the Loan Parties.

“Loans” means, collectively, all U.S. Loans, all Euro Loans and all Supplemental Loans, if any; and “Loan” means any of the Loans.

“Material Adverse Effect” means an effect resulting from any circumstance or event or series of circumstances or events, of whatever nature (but excluding general economic conditions), which does or could reasonably be expected to, materially and adversely impair (a) the ability of the Companies, taken as a whole, to perform their respective obligations under the Loan Documents or (b) the ability of any Credit Party to enforce the Loan Documents.

“Maturity Date” means April 15, 2024 or, if the Maturity Date is extended in accordance with the terms of Section 6.10, October 15, 2024 or April 15, 2025, as applicable.

“Money Market Rate” means, as to any Swing Line Loan made by any Swing Line Lender pursuant to Section 3.5 or any Fronting Loan that remains outstanding after the last day of an Interest Period as contemplated by Section 3.2.5, a rate per annum that shall be determined for each Loan by agreement between Prologis and the applicable Swing Line Lender (such agreement being evidenced by the Money Market Rate Side Letter dated as of June 30, 2022 between Prologis and each applicable Swing Line Lender) or by agreement by Prologis and the applicable Fronting Lender (but in no event to (a) be less than zero (0) or (b) exceed, in the case of Euro Swing Line Loans, 1.00% plus the one-month Eurocurrency Rate for the applicable currency determined two Business Days prior to the date of the applicable Euro Swing Line Borrowing).

“Money Market Rate Loan” means any Loan that bears interest at a rate based on the Money Market Rate.

“Moody’s” means Xxxxx’x Investors Service, Inc. (or any successor thereof) or, if Moody’s no longer publishes ratings, another ratings agency selected by Prologis and reasonably acceptable to Global Administrative Agent.

“Xxxxx’x Rating” means the most recently-announced rating from time to time of Moody’s assigned to any class of long-term senior, unsecured debt securities issued by Prologis, as to which no letter of credit, guaranty or third party credit support is in place, regardless of whether any of such Indebtedness has been issued at the time such rating was issued.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA to which Prologis or any ERISA Affiliate makes or is obligated to make, or during the preceding five plan years has made or been obligated to make, contributions.

“NOI” means, for any period and any Property, the difference (if positive) between (a) any rents (including rent with respect to which a tenant received any free rent during such period, the amount of such free rent as if the same had been paid in cash by such tenant), proceeds (other than proceeds from Dispositions), expense reimbursements or income received from such Property (but excluding security or other deposits, late fees, early lease termination or other penalties of a non-recurring nature), less (b) all costs and expenses (including interest on assessment bonds) incurred as a result of, or in connection with, the development, operation or leasing of such Property (but excluding depreciation, amortization, Interest Expense and Capital Expenditures).

“Non-Consenting Lender” means any Lender that, within the preceding 60 days failed to agree to an amendment, waiver or consent that was (a) requested by Prologis and (b) approved by Lenders holding at least 40% of the Dollar Equivalent amount of the Aggregate Tranche Commitments or, if the Aggregate Tranche Commitments have terminated, of the Total Global Outstandings (calculated in the same manner as in the definition of “Required Lenders”) or if such amendment, waiver or consent related to a particular Tranche, at least 40% of the Aggregate Tranche Commitment for such Tranche or, if such Aggregate Tranche Commitment has terminated, of the Total Tranche Outstandings for such Tranche.

“Non-Industrial Property” means a Property that is not an Industrial Property.

“Non-Qualified Japan Lender” means an institution that does not have all necessary licenses and registrations under the Laws of Japan to lend to a Japanese Borrower.

“Non-Qualified Lender” means a U.S. Non-Qualified Lender or a Euro Non-Qualified Lender.

“Non-Recourse Debt” means Indebtedness with respect to which recourse for payment is limited to (a) specific Property or Properties encumbered by a Lien securing such Indebtedness so long as there is no recourse to Prologis, or (b) any Consolidated Subsidiary of Prologis or Unconsolidated Affiliate of Prologis (provided that if an entity is a partnership, there is no recourse to Prologis or General Partner as a general partner of such partnership); provided that personal recourse of Prologis for any such Indebtedness for Customary Recourse Exceptions shall not, by itself, prevent such Indebtedness from being characterized as Non-Recourse Debt. For purposes of the foregoing and for the avoidance of doubt, (i) if the Indebtedness is partially guaranteed by Prologis, then the portion of such Indebtedness that is not so guaranteed shall still be Non-Recourse Debt if it otherwise satisfies the requirements in this definition, and (ii) if the liability of Prologis under any such guaranty is itself limited to specific Property or Properties, then such Indebtedness shall still be Non-Recourse Debt if such Indebtedness otherwise satisfies the requirements of this definition.

“Non-U.S. Lender” means any Lender that is not organized under the Laws of a jurisdiction of the United States, a State thereof or the District of Columbia or is otherwise not a resident of the United States for United States income tax purposes.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Law naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“Organization Documents” means: (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with

respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Connection Taxes” means, with respect to any recipient, Taxes imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document.

“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

“Outstanding Amount” means (a) with respect to the outstanding Committed Loans on any date (other than the Fronting Loans), the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Committed Loans occurring on such date; (b) with respect to Fronting Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Fronting Loans occurring on such date; (c) with respect to the outstanding Swing Line Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Swing Line Loans occurring on such date; (d) with respect to the outstanding Bid Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Bid Loans occurring on such date; and (e) with respect to any L/C Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by any Borrower of Unreimbursed Amounts.

“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the applicable Agent, the applicable L/C Issuer or the applicable Swing Line Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency under the applicable Tranche, the rate of interest per annum at which overnight deposits in such Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of U.S. Funding Agent in the applicable offshore interbank market for such currency to major banks in such interbank market.

“Participant” has the meaning specified in Section 14.6.4.

“Participant Register” has the meaning specified in Section 14.6.4.

“Participating Member State” means each state so described in any EMU Legislation.

“Patriot Act” means the U.S. Patriot Act (Title III of Pub. L. 107 56) that was signed into law on October 26, 2001.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by Prologis or any ERISA Affiliate or to which Prologis or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

“Permitted Liens” means (a) pledges or deposits made to secure payment of worker’s compensation (or to participate in any fund in connection with worker’s compensation insurance), unemployment insurance, pensions or social security programs (other than any Lien regulated by ERISA), (b) encumbrances consisting of zoning restrictions, easements or other restrictions on the use of real property, provided that such items do not materially impair the use of such property for the purposes intended and none of which is violated in any material respect by existing or proposed structures or land use, (c) Liens for taxes not yet due and payable or being contested in good faith by appropriate proceedings diligently conducted, and for which reserves in accordance with GAAP or otherwise reasonably acceptable to Global Administrative Agent have been provided, (d) Liens imposed by mandatory provisions of law such as for materialmen’s, mechanic’s, warehousemen’s and other like Liens arising in the ordinary course of business, securing payment of any Liability whose payment is not more than 30 days past due, (e) Liens on Properties where the applicable Company or Unconsolidated Affiliate is insured against such Liens by title insurance or other similar arrangements satisfactory to Global Administrative Agent, (f) Liens securing assessments or charges payable to a property owner association or similar entity, which assessments are not yet due and payable or are being contested in good faith by appropriate proceedings diligently conducted, and for which reserves in accordance with GAAP or otherwise reasonably acceptable to Global Administrative Agent have been provided, (g) Liens securing assessment bonds, (h) leases to tenants of space in Properties that are entered into in the ordinary course of business, (i) any netting or set-off arrangement entered into by any Company in the normal course of its banking arrangements for the purpose of netting debit and credit balances or any set-off arrangement that arises by operation of law as a result of any Company opening a bank account, or any Lien over bank accounts or set-off rights in respect of bank accounts that arise under general terms and conditions of any financial institution as a result of a Company holding a bank account in the Netherlands (and not Liens granted by a Company outside of such general terms and conditions), other than pursuant to any conditional positive pledge obligation included in such general terms and conditions, (j) any title transfer or retention of title arrangement entered into by any Company in the normal course of its trading activities on the counterparty’s standard or usual terms, (k) Liens over goods and documents of title to goods arising out of letter of credit transactions entered into

in the ordinary course of business, (l) Liens securing Settlement Debt in an aggregate amount not at any time exceeding $250,000,000, (m) Liens that secure the Obligations, (n) Liens that secure senior Indebtedness of Prologis or any of its Consolidated Subsidiaries on a pari passu basis with the Lien described in clause (m), and (o) Liens that secure Indebtedness of a Company to another Company.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Pesos” or “Ps$” means the lawful currency of Mexico.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by Prologis or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“Platform” has the meaning specified in Section 10.2.

“Pre-Approved Reallocations” means each of the pre-approved reallocations set forth on Schedule 6.12. The Pre-Approved Reallocation of any Lender may from time to time be increased or decreased pursuant to a written agreement executed by Prologis, Global Administrative Agent and such Lender.

“Preferred Dividends” means, for the Companies, on a consolidated basis, for any period, Restricted Payments of any kind or character or other proceeds paid or payable with respect to any Equity Interests except for common equity (but excluding any Restricted Payments paid or payable to any Company).

“Primary Currency” means (a) with respect to the U.S. Tranche, Dollars; (b) with respect to the Euro Tranche, Euro; and (c) with respect to each Supplemental Tranche, as set forth in the applicable Supplemental Addendum.

“Primary Location” has the meaning specified in Section 6.8.2.

“Prologis” has the meaning specified in the introductory paragraph hereto.

“Prologis Guaranty” means the Guaranty made by Prologis in favor of Global Administrative Agent, for the benefit of the Lenders, pursuant to Article XV.

“Properties” means real estate properties (including land and other properties used in connection with the business conducted at such real estate properties) owned by a Company or an Unconsolidated Affiliate or any trust of which a Company or an Unconsolidated Affiliate is the sole beneficiary, and “Property” means any one of the Properties.

“Property Fund” means an Unconsolidated Affiliate formed or sponsored by Prologis to hold Properties.

“Property Fund Borrower” means a Borrower of a Property Fund Loan made pursuant to this Agreement.

“Property Fund Loan” means Indebtedness of a Property Fund (which may include Loans hereunder), the proceeds of which were used to finance the contribution by Prologis or other Companies of Properties to such Property Fund.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Qualified Institution” means (a) a Lender (other than a Defaulting Lender), (b) a bank, finance company, insurance company or other financial institution that (i) has (or, in the case of a bank is a subsidiary of a bank holding company that has) a rating of its senior debt obligations of not less than BBB+ by S&P or “Baa-1” by Moody’s or a comparable rating by a rating agency acceptable to Global Administrative Agent and (ii) has total assets in excess of $10,000,000,000 or (c) any other Person approved by Prologis, Global Administrative Agent and the applicable Funding Agent.

“Qualified Lenders” means any of the U.S. Qualified Lenders and the Euro Qualified Lenders.

“Reallocation Effective Date” has the meaning specified in Section 6.12.2.

“Reallocation Notice” has the meaning specified in Section 6.12.1.

“Recourse Debt” means, for any Person, any Indebtedness that is not Non-Recourse Debt.

“Reference Banks” means the principal London offices of Xxxxx Fargo Bank, N.A. and JPMorgan or any successor to any of the foregoing selected by Euro Funding Agent (in consultation with Prologis and with the consent of such successor if such successor is a Lender).

“Register” has the meaning specified in Section 14.6.3.

“Registered Public Accounting Firm” has the meaning specified in the Securities Laws and shall be independent of Prologis as prescribed by the Securities Laws.

“REIT” means a “real estate investment trust” for purposes of the Code.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Relevant Equivalent” has the meaning specified in Section 5.9.

“Relevant Rate” means with respect to any Credit Extension denominated in (a) Dollars, SOFR, (b) Xxxxxxxx, XXXXX, (c) Euros, EURIBOR or EURIBOR01, (e) Canadian Dollars, the CDOR Rate, (f) Japanese Yen, TIBOR or TONAR Rate and (g) Mexican Pesos, TIIE, as applicable.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

“Request for Credit Extension” means a request hereunder for a Credit Extension.

“Requested Tranche” has the meaning specified in Section 6.11.1.

“Required Lenders” means, as of any date of determination, Lenders having more than 50% of the Dollar Equivalent amount of the Aggregate Tranche Commitments or, if the Aggregate Tranche Commitments have terminated, Lenders holding in the aggregate more than 50% of the Dollar Equivalent amount of the Total Global Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations, Fronting Loans and Swing Line Loans being deemed “held” by such Lender for purposes of this definition); provided that the Commitment of, and the portion of the Total Global Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Rescindable Amount” has the meaning as defined in Section 6.8.6(b)(ii).

“Responsible Officer” means the chief executive officer, the president, the chief financial officer, a representative director, any managing director, any senior vice president, any vice president, the treasurer or any assistant treasurer of a Loan Party and, solely for purposes of notices given pursuant to Articles II, III, and V, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to Global Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Company, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to any Company’s stockholders, partners or members (or the equivalent).

“Revaluation Date” means (a) with respect to any Eurocurrency Rate Loan, Term SOFR Rate Loan, TIIE Rate Loan or Substitute Rate Loan denominated in an Alternative Currency, the last day of each Interest Period of such Loan, (b) with respect to an L/C Obligation denominated in an Alternative Currency or a TONAR Rate Loan, the first Business Day of each calendar month, and (c) such additional dates as Global Administrative Agent, any Funding Agent or any L/C Issuer shall reasonably determine or the Required Lenders shall reasonably require.

“S&P” means S&P Global, Inc. (or any successor thereof), or, if S&P no longer publishes ratings, then another ratings agency selected by Prologis and reasonably acceptable to Global Administrative Agent.

“S&P Rating” means the most recently-announced rating from time to time of S&P assigned to any class of long-term senior, unsecured debt securities issued by Prologis, as to which no letter of credit, guaranty or third party credit support is in place, regardless of whether any of such Indebtedness has been issued at the time such rating was issued.

“Same Day Funds” means (a) with respect to disbursements and payments in the Primary Currency of the applicable Tranche, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency of the applicable Tranche, same day or other funds as may be determined by the applicable Funding Agent or applicable L/C Issuer, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency.

“Sanctioned Country” means, at any time, a country, region or territory that is the subject or target of comprehensive Sanctions (which, as of the date of this Agreement, are the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, Cuba, Iran, North Korea, and Syria).

“Sanctioned Lender” means a Lender that is a Sanctioned Person.

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by any Sanctions Authority, (b) any Person operating, organized or resident in a Sanctioned Country in violation of Sanctions or (c) any Person more than 20% owned or controlled by any one or more Persons described in the foregoing clauses (a) or (b).

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by any applicable Sanctions Authority.

“Sanctions Authority” means each of the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union, and Her Majesty’s Treasury of the United Kingdom.

“Xxxxxxxx-Xxxxx” means the Xxxxxxxx-Xxxxx Act of 2002.

“Screen Rate” has the meaning specified in Section 7.3.2.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Debt” means, for any Person, Indebtedness of such Person secured by any Liens (other than Permitted Liens) in any of such Person’s Properties or other material assets.

“Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, Xxxxxxxx-Xxxxx and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the Public Company Accounting Oversight Board.

“Security Documents” means with respect to each U.S. Bond L/C, the trust indenture entered into in connection with such U.S. Bond L/C, and such other agreements and documents delivered by the Issuer (as defined in the applicable U.S. Bond L/C) and the applicable Trustee, pursuant to which such Issuer’s interest in the Trust Estate, Revenues (each as defined in the applicable trust indenture) and similar items and, upon payment in full of the applicable Bonds, such Trustee’s interest in the applicable Bond Documents, are assigned to a collateral agent as security for payment of such Bonds.

“Settlement Debt” means, for any Person, tax liabilities of such Person payable in installments in connection with a settlement agreement with the relevant taxing authority.

“Shareholders’ Equity” means, as of any date of determination, consolidated shareholders’ equity of Prologis and its Consolidated Subsidiaries as of that date.

“Short Term Affiliate Borrower” means any Affiliate Borrower that (a) will not request any Committed Loans, (b) assumes only Outstanding Amounts of another Borrower and (c) repays such Outstanding Amounts within 30 days after it assumes such Outstanding Amounts.

“SOFR” means the Secured Overnight Financing Rate as administered by the SOFR Administrator.

“SOFR Adjustment” means 0.10%.

“SOFR Administrator” means the Federal Reserve Bank of New York, as the administrator of SOFR, or any successor administrator of SOFR designated by the Federal Reserve Bank of New York or other Person acting as the SOFR Administrator at such time.

“Solvent” means, as to a Person, that (a) the aggregate fair market value of its assets exceeds its Liabilities, (b) it has sufficient cash flow to enable it to pay its Liabilities as they mature and (c) it does not have unreasonably small capital to conduct its businesses.

“XXXXX” means, with respect to any applicable determination date, the Sterling Overnight Index Average Reference Rate published on the fifth Business Day preceding such date on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the applicable Funding Agent from time to time); provided however that if such determination date is not a Business Day, XXXXX means such rate that applied on the first Business Day immediately prior thereto.

“Specified Type” has the meaning specified in Section 5.3.1.

“Spot Rate” for a currency means the rate that appears on the relevant screen page on Bloomberg’s (Screen FXC) for cross currency rates with respect to such currency two Business Days prior to the date on which the foreign exchange computation is made; provided that if such page ceases to be available, such other page for the purpose of displaying cross currency rates as Global Administrative Agent, the applicable Funding Agent or the applicable L/C Issuer, as applicable, may determine, in its reasonable discretion.

“Stabilized Industrial Properties” means, as of any date, Industrial Properties that have a Stabilized Occupancy Rate as of the first day of the most recent fiscal quarter of Prologis for which information is available.

“Stabilized Occupancy Rate” means, as of any date for any Property, that the percentage of the rentable area of such Property leased pursuant to bona fide tenant leases, licenses or other agreements requiring current rent or other similar payments, is at least 90% or such higher percentage as Prologis requires internally, consistent with past practices, to classify as a stabilized Property of the relevant type in the relevant market.

“Sterling” and “£” mean the lawful currency of the United Kingdom.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Prologis.

“Substitute Rate” means, with respect to a Euro Committed Loan denominated in Euro, (a) the Applicable Margin plus (b) (i) to the extent requested by Euro Funding Agent or Prologis, a negotiated rate agreed to by Prologis, Euro Funding Agent and each Euro Lender or (ii) to the extent that a negotiated rate is not requested or agreed to by the applicable parties, the rate per annum determined by Euro Funding Agent to be the highest (rounded upwards, if necessary, to four decimal places) of the rates notified by the Reference Banks to Euro Funding Agent before the last day of the applicable Interest Period to be those which express as a percentage rate per annum the cost to each such Reference Bank of funding its Loans from whatever sources it may reasonably select during such Interest Period.

“Substitute Rate Loan” means a Euro Committed Loan denominated in Euro that bears interest at a rate based on the Substitute Rate.

“Successor Rate” has the meaning specified in Section 7.3.2.

“Successor Rate Conforming Changes” has the meaning specified in Section 7.3.2.

“Supplemental Addendum” has the meaning specified in Section 6.14.2.

“Supplemental Aggregate Commitments”, “Supplemental Borrowers”, “Supplemental Commitments”, “Supplemental Committed Borrowing”, “Supplemental Committed Loan” “Supplemental Committed Loan Notice”, “Supplemental Funding Agent”, “Supplemental Funding Agent’s Office”, “Supplemental L/C Obligations”, “Supplemental Lenders”, “Supplemental Letter of Credit”, “Supplemental Letter of Credit Fee”, “Supplemental L/C Issuer”, “Supplemental Letter of Credit Sublimit”, “Supplemental Loans”, “Supplemental Outstanding Amount”, “Supplemental Rate Loan”, “Supplemental Required Lenders”, “Supplemental Swing Line Borrowing”, “Supplemental Swing Line Lender”, “Supplemental Swing Line Loans” and “Supplemental Swing Line Sublimit” have the respective meanings (if any), with respect to any Supplemental Tranche, as set forth in the applicable Supplemental Addendum.

“Supplemental Primary Location” means, with respect to any Supplemental Tranche, the primary jurisdiction of each Supplemental Borrower under such Supplemental Tranche as designated in the applicable Supplemental Addendum.

“Supplemental Tranche” has the meaning specified in Section 6.14.1.

“Supplemental Tranche Effective Date” has the meaning specified in Section 6.14.4.

“Supplemental Tranche Request” has the meaning specified in Section 6.14.1.

“Sustainability Certificate” means a certificate substantially in the form of Exhibit K.

“Sustainability Metric” means the total square footage of LEED certified (or other similarly recognized rating systems included in Prologis’ publicly available annual ESG report) buildings of the Companies as a percentage of the total square footage of the owned and managed portfolio of the Companies.

“Sustainability Metric Percentage” means the target level of the Sustainability Metric specified for each period specified in the letter agreement between the Sustainability Structuring Agent and Prologis entered into prior to the Closing Date, as adjusted pursuant to Section 1.10.

“Swap Contract” means (a) all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the xxxx-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Borrowings” means, collectively, Euro Swing Line Borrowings and each Supplemental Swing Line Borrowing.

“Swing Line Lenders” means, collectively, Euro Swing Line Lenders and Supplemental Swing Line Lenders; and “Swing Line Lender” means any Swing Line Lender.

“Swing Line Loans” means, collectively, the Euro Swing Line Loans and the Supplemental Swing Line Loans; and “Swing Line Loan” means any of the Swing Line Loans.

“Swing Line Sublimit” means either of the Euro Swing Line Sublimit or any Supplemental Swing Line Sublimit.

“TARGET Day” means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such payment system ceases to be operative, such other payment system (if any) determined by Global Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term SOFR Rate” means:

(a) for any Interest Period with respect to a Term SOFR Rate Loan, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided that if such rate is not published prior to 11:00 a.m. on such determination date then Term SOFR Rate means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in each case, plus the SOFR Adjustment; and

(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate with a term of one month commencing that day;

provided that if the Term SOFR Rate determined in accordance with either of the foregoing provisions (a) or (b) of this definition would otherwise be less than zero, the Term SOFR Rate shall be deemed zero for purposes of this Agreement.

“Term SOFR Bid Margin” means, with respect to the U.S. Term SOFR Margin Bid Loans, the margin above or below the Term SOFR Rate to be added to or subtracted from the Term SOFR Rate, which margin shall be expressed in multiples of 1/100th of one basis point.

“Term SOFR Rate Loan” means a Committed Loan denominated in Dollars under the U.S. Tranche or the Euro Tranche that bears interest at a rate based on clause (a) of the definition of Term SOFR Rate.

“Term SOFR Screen Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to Global Administrative Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by Global Administrative Agent from time to time.

“TIBOR Rate” has the meaning specified in the definition of “Eurocurrency Rate”.

“TIBOR Rate Loan” means a Committed Loan denominated in Yen under the U.S. Tranche or the Euro Tranche that bears interest based on the TIBOR Rate.

“TIIE” means the Interbank Equilibrium Interest Rate.

“TIIE Rate” means the rate per annum equal to the Interbank Equilibrium Interest Rate, or a comparable or successor rate that is approved by the applicable Funding Agent, as published by Banco de Mexico in the Federation’s Official Gazette (or such other commercially available source

providing such quotations as may be designated by the applicable Funding Agent from time to time) at or about 2:00 x.x. (Xxxxxx Xxxx, Xxxxxx time) with a term equivalent to the applicable Interest Period. If the TIIE Rate for any Interest Period shall be less than zero (0), such rate shall be deemed to be zero (0) for such Interest Period for all purposes of this Agreement.

“TIIE Rate Loan” means a Committed Loan denominated in Pesos that bears interest based on the TIIE Rate.

“TONAR Rate” means a rate per annum equal to the Tokyo Overnight Average Rate as published by the Bank of Japan (or any successor administrator of the Tokyo Overnight Average Rate). If the TONAR Rate as of any date of determination shall be less than zero (0), such rate shall be deemed to be zero (0) as of such date of determination for all purposes of this Agreement.

“TONAR Rate Loan” means a Committed Loan denominated in Yen under the U.S. Tranche or Euro Tranche that bears interest based on the TONAR Rate.

“Total Asset Value” means, as of any date for the Companies on a consolidated basis, the total (without duplication) of the following:

(a) the quotient of (i) the sum of the most recent fiscal quarter’s NOI from Stabilized Industrial Properties multiplied by four, divided by (ii) the applicable Capitalization Rate; provided that, notwithstanding the foregoing, (A) any Investments in Stabilized Industrial Properties acquired from Property Funds less than 24 months prior to such date of determination shall be included at 100% of the undepreciated book value of such Property and (B) any other Investments in Stabilized Industrial Properties acquired less than 12 months prior to such date of determination shall be included at 100% of the undepreciated book value of such Property; plus

(b) for any Transition Property, the greater of (i) the quotient of (a) the most recent fiscal quarter’s NOI from such Property multiplied by four divided by (b) the applicable Capitalization Rate or (ii) 100% of the undepreciated book value of such Property; plus

(c) the amount of all other Investments in Properties under construction, Non-Industrial Properties, notes receivable backed by real estate and Properties subject to a ground lease with a Person that is not an Affiliate of Prologis, as lessee, each on an undepreciated book basis; plus

(d) the book value of raw land; plus

(e) the book value of the Companies’ Investments in Unconsolidated Affiliates; plus

(f) the product of (A) management fee income of the Companies (prior to deduction of amortization related to investment management contracts) for the most recent fiscal quarter multiplied by (B) four, multiplied by (C) eight; plus

(g) the value, if positive, of the Companies’ Swap Contracts, excluding interest rate contracts entered into to hedge Indebtedness, net of obligations owing by the Companies under non-excluded Swap Contracts; plus

(h) to the extent not included in clauses (a) through (g) above, (i) restricted funds that are held in escrow pending the completion of tax-deferred exchange transactions involving operating Properties, (ii) infrastructure costs related to projects that a Company is developing on behalf of others, (iii) costs incurred related to future development projects, including purchase options on land, (iv) the corporate office buildings of Prologis and its Subsidiaries and (v) xxxxxxx money deposits associated with potential acquisitions; plus

(i) cash and Cash Equivalents; minus

(j) the amount, if any, by which the amount in clause (e) above exceeds 15% of the sum of clauses (a) through (i) above.

For the avoidance of doubt, with respect to each of clauses (b) through (j) (other than clause (f)) above, impairments pursuant to GAAP shall be included.

“Total Global Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“Total Tranche Outstandings” means, as applicable, the U.S. Total Outstandings, the Euro Total Outstandings or any Supplemental Outstanding Amount.

“Tranche Required Lenders” means, as applicable, the U.S. Required Lenders, the Euro Required Lenders or any Supplemental Required Lenders.

“Tranches” means, collectively, the U.S. Tranche, the Euro Tranche and each Supplemental Tranche; and “Tranche” means any of the Tranches.

“Transition Properties” means, as of any date, Industrial Properties that have been completed but are not Stabilized Industrial Properties.

“Trigger Date” means the earliest to occur of: (a) the date on which the Obligations have been accelerated in accordance with the terms hereof; (b) the date that is ten Business Days after the date on which any principal of any Loan becomes due and payable in accordance with the terms hereof, other than as a result of an acceleration thereof (but only if the same remains outstanding on such date); and (c) the date on which an Event of Default described in Section 12.1.6 occurs; provided that the Trigger Date shall not occur as a result of such an Event of Default if such Event of Default pertains to a Borrower other than Prologis and, within ten Business Days of the occurrence of such Event of Default, Required Lenders notify Prologis that such Event of Default does not result in the occurrence of the Trigger Date.

“Trigger Event” means occurrence of any of the following events: (a) the acceleration of the Obligations pursuant to Section 12.2 (unless such acceleration has been rescinded in accordance with the terms hereof); (b) any Event of Default under Section 12.1.6 with respect to

General Partner or Prologis; and (c) the occurrence and continuance of any other Event of Default and receipt by Global Administrative Agent of notice (which has not been rescinded) from Tranche Required Lenders under any Tranche demanding that all payments be subject to the sharing arrangements described in Section 6.9.2.

“Trustee” means any Trustee designated as the beneficiary of a U.S. Bond L/C.

“Type” means (a) with respect to a U.S. Committed Loan, its character as (i) a Base Rate Loan, a Term SOFR Rate Loan or a Daily Simple SOFR Rate Loan (in each case for a Dollar denominated U.S. Committed Loan), (ii) a Daily Floating XXXXX Rate Loan (for a Sterling denominated U.S. Committed Loan), (iii) a Eurocurrency Rate Loan (for a Euro or Canadian Dollars denominated U.S. Committed Loan), (iv) a TIBOR Rate Loan or TONAR Rate Loan (for a Yen denominated U.S. Committed Loan) or (v) a TIIE Rate Loan (for a Peso denominated U.S. Committed Loan); (b) with respect to a Euro Committed Loan, its character as (i) a Term SOFR Rate Loan or a Daily Simple SOFR Rate Loan (for a Dollar denominated Euro Committed Loan), (ii) a Eurocurrency Rate Loan (for a Euro denominated Euro Committed Loan), (iii) a Daily Floating XXXXX Rate Loan (for a Sterling denominated Euro Committed Loan), (iv) a TIBOR Rate Loan or TONAR Rate Loan (for a Yen denominated Euro Committed Loan) or (v) a Substitute Rate Loan (for a Euro denominated Euro Committed Loan), and (c) with respect to a Bid Loan, its character as an Absolute Rate Loan, U.S. Term SOFR Margin Bid Loan or a Euro Eurocurrency Margin Bid Loan.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unconsolidated Affiliate” means any Person in which Prologis directly or indirectly holds Equity Interests but which is not consolidated under GAAP with Prologis on the consolidated financial statements of Prologis.

“Unencumbered Capital Expenditures” means, for any period, the total for such period of the Capital Expenditures associated with all Unencumbered Properties (except for Unencumbered Properties where the tenant is responsible for capital expenditures).

“Unencumbered Debt Service” means, for any period, the total for such period of all Debt Service in respect of all Unsecured Debt of the Companies.

“Unencumbered Debt Service Coverage Ratio” means, as of the last day of any fiscal quarter, the ratio of (a) Unencumbered NOI minus Unencumbered Capital Expenditures to (b) Unencumbered Debt Service, in each case for the four fiscal quarters ending on the date of determination.

“Unencumbered NOI” means, for any period, the total for such period of (a) the NOI of all Unencumbered Properties; provided that this clause (a) shall not include any NOI that is subject to any Lien (other than Permitted Liens); plus (b) the management fees of the Companies that are not subject to any Lien (other than Permitted Liens) less related expenses; plus (c) Allowed Unconsolidated Affiliate Earnings that are not subject to any Lien (other than Permitted Liens); minus (d) the amount, if any, by which the sum of the amounts of clauses (b) and (c) above exceeds 40% of the sum of the amounts of clauses (a), (b) and (c) above.

“Unencumbered Property” means any Property that is (a) owned directly or indirectly by a Company, (b) not subject to a Lien that secures Indebtedness of any Person (other than Permitted Liens) and (c) not subject to any negative pledge that would prohibit any pledge of such asset to Global Administrative Agent; provided that the provisions of Section 1013 of the Existing Indenture, and any similar requirement for the grant of an equal and ratable lien in connection with a pledge of any asset to Global Administrative Agent, shall not constitute a negative pledge.

“Unfunded Euro Swing Line Amount” has the meaning specified in Section 3.5.3(c).

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amounts” means, collectively, the U.S. Unreimbursed Amount and the Euro Unreimbursed Amounts.

“Unrestricted Cash” means cash and Cash Equivalents that are not subject to any pledge, lien or control agreement, less (a) $10,000,000, (b) amounts normally and customarily set aside by Prologis for operating capital and interest reserves and (c) amounts placed with third parties as deposits or security for contractual obligations.

“Unsecured Debt” means, for any Person, Indebtedness of such Person that is not Secured Debt.

“U.S. Absolute Rate Loan” means a U.S. Bid Loan that bears interest at a rate determined with reference to an Absolute Rate.

“U.S. Aggregate Commitments” means, at any time, all of the U.S. Commitments of U.S. Qualified Lenders and U.S. Non-Qualified Lenders; provided that the U.S. Aggregate Commitments shall not include the Fronting Commitments.

“U.S. Bid Borrowing” means a borrowing consisting of simultaneous U.S. Bid Loans of the same Type from each of the U.S. Lenders whose offer to make one or more U.S. Bid Loans as part of such borrowing has been accepted under the auction bidding procedures described in Section 2.7.

“U.S. Bid Loan” has the meaning specified in Section 2.7.1.

“U.S. Bid Loan Lender” means, in respect of any U.S. Bid Loan, the U.S. Lender making such U.S. Bid Loan to the applicable U.S. Borrower.

“U.S. Bid Loan Sublimit” means the lesser of (a) $150,000,000 (as such amount may be increased or decreased pursuant to Section 6.12.3) and (b) the U.S. Aggregate Commitments. The U.S. Bid Loan Sublimit is part of, and not in addition to, the U.S. Aggregate Commitments.

“U.S. Bid Request” means a written request for one or more U.S. Bid Loans substantially in the form of Exhibit I-2 or such other form as may be approved by U.S. Funding Agent (including any form on an electronic platform or electronic transmission system as shall be approved by U.S. Funding Agent), appropriately completed and signed by a Responsible Officer of the applicable Borrower.

“U.S. Bond L/Cs” means all U.S. Letters of Credit issued by any U.S. L/C Issuer at the request of a Domestic Borrower under the U.S. Tranche, for the benefit of any Company, in support of the Bonds issued by any issuer of tax-exempt bonds, which U.S. Letters of Credit satisfy the conditions set forth in Section 5.13.1, and renewals or extensions thereof.

“U.S. Borrower” means each Borrower listed under the heading “U.S. Tranche” on Schedule 2.3(a) and any other Borrower added to the U.S. Tranche pursuant to Section 6.11.

“U.S. Commitment” means, as to each U.S. Lender, its obligation to (a) make U.S. Committed Loans to U.S. Borrowers pursuant to Section 2.1, (b) purchase participations in U.S. Fronting Loans to the extent such U.S. Lender is a U.S. Non-Qualified Lender, and (c) purchase participations in U.S. L/C Obligations in the Dollar Equivalent aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such U.S. Lender’s name on the most recent Schedule 2.1(a), as prepared by Global Administrative Agent or U.S. Funding Agent (or if the applicable assignment occurred after such preparation, in the most recent Assignment and Assumption to which such U.S. Lender is a party), as such amount may be adjusted from time to time in accordance with this Agreement.

“U.S. Committed Borrowing” means a borrowing consisting of simultaneous U.S. Committed Loans of the same Type and, in the case of Eurocurrency Rate Loans, Term SOFR Rate Loans and TIIE Rate Loans, having the same Interest Period made by each U.S. Lender (other than the applicable U.S. Non-Qualified Lenders) pursuant to Section 2.1.

“U.S. Committed Loan” has the meaning specified in Section 2.1, and shall include any U.S. Fronting Loans made in connection with a U.S. Committed Borrowing.

“U.S. Committed Loan Notice” means a notice of (a) a U.S. Committed Borrowing, (b) a conversion of U.S. Committed Loans denominated in Dollars from one Type of Dollar-denominated Loans to the other or (c) a continuation of Eurocurrency Rate Committed Loans or Term SOFR Rate Loans under the U.S. Tranche or TIIE Rate Loans, pursuant to Section 2.3.1, which shall be substantially in the form of Exhibit A-1 or such other form as may be approved by U.S. Funding Agent (including any form on an electronic platform or electronic transmission system as shall be approved by U.S. Funding Agent), appropriately completed and signed by a Responsible Officer of the applicable Borrower.

“U.S. Competitive Bid” means a written offer by a U.S. Lender to make one or more U.S. Bid Loans, substantially in the form of Exhibit J-2 (including any form on an electronic platform or electronic transmission system as shall be approved by U.S. Funding Agent), duly completed and signed by such U.S. Lender.

“U.S. Credit Exposure” means, for any U.S. Lender at any time, the aggregate U.S. Outstanding Amount of all U.S. Committed Loans (other than U.S. Fronting Loans) of such U.S. Lender plus such U.S. Lender’s Applicable Tranche Percentage of the U.S. Outstanding Amount of all U.S. L/C Obligations plus, as to any U.S. Non-Qualified Lenders, the U.S. Outstanding Amount of such U.S. Lender’s participation in all applicable U.S. Fronting Loans.

“U.S. Credit Extension” means each of the following: (a) a U.S. Committed Borrowing and (b) a U.S. L/C Credit Extension.

“U.S. Fronting Loan” has the meaning specified in Section 2.2.1.

“U.S. Funding Agent” means Bank of America, in its capacity as U.S. funding agent under the Loan Documents, or any successor thereof.

“U.S. Funding Agent’s Office” means, with respect to the U.S. Tranche, U.S. Funding Agent’s Office address and, as appropriate, account as set forth on Schedule 14.2 with respect to the U.S. Tranche, or (subject to Section 14.2.5) such other address or account with respect to the U.S. Tranche as U.S. Funding Agent may from time to time notify to Prologis, Global Administrative Agent, the other Funding Agents and U.S. Lenders.

“U.S. Government Securities Business Day” means any Business Day, except any Business Day on which any of the Securities Industry and Financial Markets Association, the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business because such day is a legal holiday under the federal laws of the United States or the laws of the State of New York, as applicable.

“U.S. L/C Borrowing” means an extension of credit resulting from a drawing under any U.S. Letter of Credit which has not been reimbursed on the date when made or refinanced as a U.S. Committed Borrowing. All U.S. L/C Borrowings shall be denominated in Dollars.

“U.S. L/C Credit Extension” means, with respect to any U.S. Letter of Credit, the issuance thereof, the extension of the expiry date thereof or the increase of the amount thereof.

“U.S. L/C Issuers” means (a) at the request of Prologis and subject to Bank of America’s agreement in its sole discretion to provide U.S. Letters of Credit, Bank of America, in its individual capacity as a bank issuing U.S. Letters of Credit hereunder, (b) JPMorgan, in its individual capacity as a bank issuing U.S. Letters of Credit hereunder, and (c) any other U.S. Lender, in its individual capacity, approved by Global Administrative Agent, U.S. Funding Agent and Prologis, that agrees to issue U.S. Letters of Credit hereunder, including each issuer of a U.S. Existing Letter of Credit; and “U.S. L/C Issuer” means any one of the U.S. L/C Issuers.

“U.S. L/C Obligations” means, as of any date of determination, the aggregate amount available to be drawn under all outstanding U.S. Letters of Credit (including any reinstatement of or increase in the face amount thereof which may be reflected pursuant to the terms of any U.S. Bond L/C) plus the aggregate of all U.S. Unreimbursed Amounts, including all U.S. L/C Borrowings (including all U.S. L/C Borrowings and unpaid reimbursement obligations under any U.S. Bond L/C).

“U.S. Lender” means each Lender listed on Schedule 2.1(a) and any Person that becomes a U.S. Lender pursuant to Section 6.13, in each case including such Person’s successors and permitted assigns.

“U.S. Letter of Credit” means any standby letter of credit issued under the U.S. Tranche. U.S. Letters of Credit may only be issued in Dollars and Canadian Dollars.

“U.S. Letter of Credit Sublimit” means an amount equal to the lesser of (a) $20,000,000 and (b) the U.S. Aggregate Commitments. The U.S. Letter of Credit Sublimit is part of, and not in addition to, the U.S. Commitments.

“U.S. Loan” means an extension of credit by a Lender to a Borrower under Article II in the form of a U.S. Committed Loan or a U.S. Bid Loan.

“U.S. Non-Qualified Lender” means a U.S. Lender that is not a U.S. Qualified Lender.

“U.S. Outstanding Amount” means: (a) with respect to U.S. Committed Loans (other than U.S. Fronting Loans), the aggregate outstanding Dollar Equivalent principal amount thereof after giving effect to any borrowings and repayments of U.S. Committed Loans; (b) with respect to U.S. Fronting Loans, the aggregate outstanding Dollar Equivalent principal amount thereof after giving effect to any borrowings and repayments of U.S. Fronting Loans; (c) with respect to U.S. Bid Loans, the aggregate outstanding principal amount thereof after giving effect to any borrowings and repayments of U.S. Bid Loans; and (d) with respect to any U.S. L/C Obligations, the aggregate outstanding Dollar Equivalent principal amount thereof after giving effect to any U.S. L/C Credit Extension occurring on such date and any other change in the outstanding amount of the U.S. L/C Obligations on such date, including as a result of any reimbursement by any U.S. Borrower of U.S. Unreimbursed Amounts.

“U.S. Qualified Lender” means, as of any date of determination, a U.S. Lender that (a) has committed hereunder to make U.S. Committed Loans in the applicable currency requested by a U.S. Borrower to be funded under the U.S. Tranche, (b) is capable of making the requested U.S. Committed Loans to the Foreign Borrower requesting such U.S. Committed Loan without the imposition of any withholding taxes and (c) to the extent the U.S. Borrower requesting U.S. Loans is a Japanese Borrower, is not a Non-Qualified Japan Lender.

“U.S. Required Lenders” means, as of any date of determination, U.S. Lenders having more than 50% of the U.S. Aggregate Commitments or, if the U.S. Aggregate Commitments have terminated, U.S. Lenders holding in the aggregate more than 50% of the U.S. Total Outstandings (with the aggregate amount of each U.S. Lender’s risk participation and funded participation in U.S. L/C Obligations and U.S. Fronting Loans being deemed “held” by such U.S. Lender for purposes of this definition); provided that the U.S. Commitment of, and the portion of the U.S. Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of U.S. Required Lenders.

“U.S. Term SOFR Margin Bid Loan” means a U.S. Bid Loan that bears interest at a rate based upon the Term SOFR Rate.

“U.S. Total Outstandings” means the aggregate U.S. Outstanding Amount of all U.S. Committed Loans (including all U.S. Fronting Loans), all U.S. Bid Loans and all U.S. L/C Obligations.

“U.S. Tranche” means the U.S. credit facility described in Article II hereof.

“U.S. Unreimbursed Amount” means any unreimbursed amounts under Section 5.3 with respect to a U.S. Letter of Credit.

“Wholly-owned” when used in connection with any Consolidated Subsidiary of any Person shall mean a Consolidated Subsidiary of which all of the issued and outstanding shares of Equity Interests shall be owned by such Person or one or more of its Wholly-owned Consolidated Subsidiaries.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

“Yen” and “¥” mean the lawful currency of Japan.

Section 1.2 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to

refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

Section 1.3 Accounting Terms.

Section 1.3.1 Generally. All accounting and financial terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

Section 1.3.2 Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Prologis or the Required Lenders shall so request, Global Administrative Agent, Lenders and Prologis shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Prologis shall provide to Global Administrative Agent and each Lender financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding any other provision contained in the Loan Documents, the definitions set forth in the Loan Documents and any financial covenants or other financial calculations set forth in the Loan Documents shall be computed to exclude any change to lease accounting rules from those in effect pursuant to Financial Accounting Standards Board Accounting Standards Codification 840 (Leases) and other related lease accounting guidance as in effect as of the date of the audited financial statements for the fiscal year ended December 31, 2017.

Section 1.3.3 Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Companies or to the determination of any amount for the Companies on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that Prologis is required to consolidate pursuant to FASB Interpretation No. 46 – Consolidation of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such variable interest entity were a Consolidated Subsidiary as defined herein.

Section 1.3.4 Property Funds. Notwithstanding the foregoing, in the event of a change in GAAP resulting in Property Funds being treated as Consolidated Subsidiaries under GAAP, such Property Funds shall continue to be considered Unconsolidated Affiliates.

Section 1.4 Exchange Rates; Currency Equivalents.

(a) Global Administrative Agent, the applicable Funding Agent or the applicable L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating the Dollar Equivalent amount and the Euro Equivalent amount of Credit Extensions and any Credit Extensions denominated in the Alternative Currency of each applicable Tranche. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date.

(b) Wherever in this Agreement in connection with a Committed Borrowing, conversion, continuation or prepayment of any Committed Loan, or the issuance, amendment or extension of a Letter of Credit or a Swing Line Loan, an amount (such as a required minimum or multiple amount) is expressed in a Primary Currency of the applicable Tranche, but such Committed Borrowing, Committed Loan, Letter of Credit or Swing Line Loan is denominated in an Alternative Currency, such amount shall be the relevant Foreign Currency Equivalent of such Primary Currency amount (rounded to the nearest unit of such Foreign Currency, with 0.0001 of a unit being rounded upward), as determined by the applicable Funding Agent on the applicable Revaluation Date under and in accordance with the provisions of this Agreement.

Section 1.5 Additional Alternative Currencies. Prologis may from time to time request that Credit Extensions be made in a currency other than those specifically listed in the definition of “Alternative Currency;” provided that such requested currency is a lawful currency (and in no event the currency of a Sanctioned Country) that is readily available and freely transferable and convertible into Dollars (in the case of the U.S. Tranche) and Euros (in the case of the Euro Tranche). In the case of any such request with respect to the making of any Credit Extensions, such request shall be subject to the approval of Global Administrative Agent, the applicable Funding Agent, the applicable L/C Issuer (but only to the extent Letters of Credit may be issued in such Alternative Currency), the applicable Swing Line Lender (if any) (but only to the extent Swing Line Loans may be made in such Alternative Currency), and the applicable Tranche Required Lenders. If Global Administrative Agent, the applicable Funding Agent, the applicable L/C Issuer, the applicable Swing Line Lender (if any), and the applicable Tranche Required Lenders consent to making Credit Extensions in a requested currency, such currency shall thereupon be deemed to be an Alternative Currency hereunder. Global Administrative Agent shall promptly notify Prologis and Lenders of the disposition of any request for an additional currency under this Section 1.5. If Global Administrative Agent, the applicable Funding Agent, the applicable L/C Issuer, the applicable Swing Line Lender (if any), and the applicable Tranche Required Lenders consent to making Credit Extensions in such requested currency and Global Administrative Agent, the applicable Funding Agent, and the applicable Tranche Required Lenders reasonably determine that an appropriate interest rate is available to be used for such

requested currency, Global Administrative Agent shall so notify Prologis and (i) Global Administrative Agent, the applicable Funding Agent, Prologis and the applicable Tranche Required Lenders may amend the definition of Daily Floating Rate or Eurocurrency Rate to the extent necessary to add the applicable rate for such currency and any applicable adjustment for such rate and (ii) to the extent the definition of Daily Floating Rate or Eurocurrency Rate, as applicable, has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency for purposes of any Credit Extension.

Section 1.6 Change of Currency.

(a) Each obligation of Borrowers to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Committed Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Committed Borrowing, at the end of the then current Interest Period.

(b) Each provision of this Agreement shall be subject to such reasonable changes of construction as Global Administrative Agent (in consultation with any other relevant Agent and, to the extent a Default does not exist, Prologis) may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

(c) Each provision of this Agreement also shall be subject to such reasonable changes of construction as Global Administrative Agent (in consultation with any other relevant Agent and, to the extent a Default does not exist, Prologis) may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to such change in currency.

Section 1.7 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to United States Central time (daylight or standard, as applicable).

Section 1.8 Determination of Letter of Credit Amounts and Whether a Letter of Credit is Outstanding.

(a) Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent for the U.S. Tranche of the stated amount of such U.S. Letter of Credit in effect at such time and the Euro Equivalent for the Euro Tranche of the stated amount of such Euro Letter of Credit in effect at such time; provided that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall

be deemed to be the Dollar Equivalent for the U.S. Tranche and the Euro Equivalent for the Euro Tranche of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

(b) For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

Section 1.9 Interest Rates. Global Administrative Agent and Funding Agents do not warrant, nor accept responsibility, nor shall Global Administrative Agent nor any Funding Agent have any liability with respect to the administration, submission or any other matter related to the rates with respect to any additional Alternative Currency or in the definition of “Eurocurrency Rate”, “Term SOFR Rate”, “Daily Simple SOFR Rate”, “Daily Floating XXXXX Rate”, “XXXXX”, “TONAR Rate” or “TIIE Rate” or any rate (including for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any of such rate (including any Successor Rate) or the effect of any of the foregoing. Global Administrative Agent, Funding Agents and their affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including any Successor Rate) (or any component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to Borrowers. Global Administrative Agent and Funding Agents may select information sources or services in their reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including any Successor Rate) (or any component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability to Borrowers, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any rate (or component thereof) provided by any such information source or service.

Section 1.10 Sustainability Provisions. Each party hereto hereby agrees that neither the Sustainability Structuring Agent nor Global Administrative Agent shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by Prologis of the Sustainability Metric or the Sustainability Metric Percentage (or any of the data or computations that are part of or related to any such calculation) set forth in any Sustainability Certificate or Assurance Report (and Global Administrative Agent and Sustainability Structuring Agent may rely conclusively on any such certificate, without further inquiry). Following 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 Sustainability Structuring Agent, the Lenders and Prologis shall in good faith enter into discussions to agree to amendments (“ESG Amendments”) to the definitions of Sustainability Metric, the Sustainability Metric Percentage (and the target levels), and any proposed incentives and penalties for satisfying or not satisfying, respectively, the Sustainability Metric 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.

ARTICLE II

U.S. COMMITMENTS AND U.S. CREDIT EXTENSIONS

Section 2.1 U.S. Committed Loans. Subject to the terms and conditions set forth herein, each U.S. Lender severally agrees to make loans (each such loan, a “U.S. Committed Loan”) to each U.S. Borrower in Dollars or in one or more Alternative Currencies of the U.S. Tranche, subject to Section 2.2, from time to time, on any Business Day during the Availability Period, under the U.S. Tranche, in an aggregate amount not to exceed at any time outstanding the amount of such U.S. Lender’s U.S. Commitment; provided that after giving effect to any U.S. Committed Borrowing, (a) the U.S. Total Outstandings shall not exceed the U.S. Aggregate Commitments and (b) the U.S. Credit Exposure of any U.S. Lender shall not exceed such U.S. Lender’s U.S. Commitment. Within the limits of each U.S. Lender’s U.S. Commitment, U.S. Borrowers may borrow under this Section 2.1, prepay under Section 2.6 and reborrow under this Section 2.1. U.S. Committed Loans denominated in Dollars may be Base Rate Loans, Daily Simple SOFR Rate Loans or Term SOFR Rate Loans; U.S. Committed Loans denominated in Canadian Dollars may be CDOR Rate Loans; U.S. Committed Loans denominated in Pesos may be TIIE Rate Loans; U.S. Committed Loans denominated in Sterling may be Daily Floating Rate Loans; U.S. Committed Loans denominated in Yen may be TIBOR Rate Loans (or solely upon the occurrence of an event described in Section 7.2 or 7.3, TONAR Rate Loans, as further provided herein) and U.S. Committed Loans denominated in Euro may be Eurocurrency Rate Committed Loans based on EURIBOR Rate. U.S. Committed Loans denominated in Pesos may only be requested by a Domestic Borrower under the U.S. Tranche.

Section 2.2 U.S. Fronting Loans.

Section 2.2.1 U.S. Fronting Loans. Subject to the terms and conditions set forth in this Section 2.2, upon a request for a U.S. Committed Borrowing in an Alternative Currency or to a Foreign Borrower in compliance with Section 2.1, each Fronting Lender agrees, subject to the limitations set forth below, to fund its Fronting Portion of such U.S. Committed Borrowing in the requested currency with respect to such U.S. Committed Borrowing and in the amount of each U.S. Non-Qualified Lender’s Applicable Tranche Percentage for such U.S. Committed Borrowing (each a “U.S. Fronting Loan”), notwithstanding the fact that, after giving effect to such funding, all U.S. Fronting Loans of such Fronting Lender, when aggregated with the U.S. Credit Exposure of such Fronting Lender, may exceed the amount of such Fronting Lender’s U.S. Commitment; provided that (a) after giving effect to any U.S. Fronting Loan, the aggregate Dollar Equivalent amount of all Fronting Loans funded by such Fronting Lender shall not exceed the Fronting Commitment of such Fronting Lender, and (b) such Fronting Lender shall not be a U.S. Non-Qualified Lender for purposes of such U.S. Committed Borrowing. Immediately upon the making of a U.S. Fronting Loan, the applicable U.S. Non-Qualified Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Fronting Lender a risk participation in 100% of such U.S. Fronting Loan. The obligation of each U.S. Non-Qualified Lender to make U.S. Committed Loans in an Alternative Currency or to a Foreign Borrower under Section 2.1

shall be satisfied by its purchase of a risk participation in the applicable U.S. Fronting Loan; it being understood that no U.S. Non-Qualified Lender shall be responsible for, or be deemed to be a Defaulting Lender or otherwise in breach of this Agreement as a result of, the failure by a Fronting Lender to make a Fronting Loan in which such U.S. Non-Qualified Lender is to purchase a risk participation. Notwithstanding any other provision herein, no more than five Credit Extensions that utilize U.S. Fronting Loans shall be made during any calendar month.

Section 2.2.2 Election of Fronting Lenders.

(a) Upon a request for a U.S. Committed Borrowing in accordance with Section 2.3 in an Alternative Currency or to a Foreign Borrower with respect to which there are U.S. Non-Qualified Lenders, there shall be a Fronting Lender Election. If, based on the limitations set forth in the proviso to the first sentence of Section 2.2.1 or the last two sentences of Section 2.2.2(b) (the “U.S. Fronting Limitations”), the Fronting Commitments are not sufficient to fund all of the requested U.S. Fronting Loans in such Alternative Currency or to such Foreign Borrower, then the applicable U.S. Borrower shall, within one Business Day after notice by U.S. Funding Agent of such insufficiency, decrease the amount of the requested U.S. Committed Borrowing to the amount that would result in utilization of the maximum available Fronting Commitments, subject to the U.S. Fronting Limitations and, if applicable, after giving effect to the following sentence. If one or more U.S. Lenders are U.S. Non-Qualified Lenders solely because such U.S. Lenders are not capable of making requested U.S. Committed Loans to a Foreign Borrower without the imposition of withholding taxes (each a “U.S. Specified Lender”), such Borrower may, within one Business Day after notice by U.S. Funding Agent of the insufficiency, notify U.S. Funding Agent that it will accept responsibility for such withholding taxes with respect to such U.S. Committed Borrowing, in which case (i) U.S. Funding Agent and the Fronting Lenders shall allocate the available Fronting Commitments (A) first, to cover any portion of such Borrowing that will not be funded by a U.S. Lender because it is a Non-Qualified Lender for a reason other than potential withholding taxes and (B) then, to cover the remaining amount of such Borrowing, in each case up to the maximum available Fronting Commitments, subject to the U.S. Fronting Limitations, (ii) the participations in any Fronting Loans made pursuant to clause (i)(B) above shall be allocated among the U.S. Specified Lenders pro rata according to their respective U.S. Commitments, (iii) each U.S. Specified Lender shall fund its pro rata share of such Borrowing to the extent not funded by the Fronting Lenders and (iv) such Borrower shall pay or reimburse each U.S. Specified Lender for any withholding tax arising from such Borrowing in accordance with Section 7.1.

(b) Each Non-Qualified Japan Lender with respect to the U.S. Tranche (i) represents and warrants to each applicable Fronting Lender that (A) the purchase of a risk participation in such Fronting Loan by such Non-Qualified Japan Lender and (B) the funding of such risk participation in such Fronting Loan by such Non-Qualified Japan Lender will not violate any applicable Law (including any Law of Japan), and (ii) agrees to indemnify such Fronting Lender for all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for such Fronting Lender) incurred by such Fronting Lender or asserted against such Fronting Lender arising from any Fronting Loan made by such Fronting Lender pursuant to Section 2.2.1. Without limiting the foregoing, no Fronting Lender shall be obligated to make any Fronting Loan pursuant to Section 2.2.1 if such Fronting Lender determines that any representation or warranty of the applicable Non-Qualified Japan Lender in clause (i) of the preceding sentence is not accurate. Notwithstanding the foregoing provisions of

this Section 2.2.2(b), no Fronting Lender shall make a Fronting Loan in which a Non-Qualified Japan Lender would be required to purchase a risk participation if such Non-Qualified Japan Lender has notified such Fronting Lender at least two Business Days prior to the proposed date of borrowing (with copies to U.S. Funding Agent and Prologis) that, as a result of a Change in Law, such Lender cannot make the representation and warranty set forth in the first sentence of this Section 2.2.2(b).

Section 2.2.3 Refinancing of the U.S. Fronting Loans.

(a) (i) On the Trigger Date, the outstanding principal amount of U.S. Committed Loans denominated in an Alternative Currency (other than an Alternative Currency denominated in Euro, Sterling, Yen, or Canadian Dollars) shall be converted to Dollars at the Dollar Equivalent thereof based on the Spot Rate as of the Trigger Date, but only if any portion of such U.S. Committed Loans is funded with a U.S. Fronting Loan. Once converted to Dollars pursuant to the foregoing sentence, such U.S. Committed Loans shall be denominated in Dollars for all purposes of this Agreement. After giving effect to such conversion, on the Trigger Date or as soon as practicable thereafter, U.S. Funding Agent shall notify each U.S. Non-Qualified Lender of its obligation to fund its participation in each applicable U.S. Fronting Loan. Each applicable U.S. Non-Qualified Lender shall make the amount of its participation in each applicable U.S. Fronting Loan specified in such notice available to U.S. Funding Agent in Same Day Funds for the account of the applicable Fronting Lender at U.S. Funding Agent’s Office for payments in the same currency as the applicable U.S. Fronting Loan (after giving effect to the conversion described above in this clause (i)) not later than 1:00 p.m. on the Business Day specified in such notice. The applicable Borrower shall indemnify each applicable Agent and Lender for any loss, cost or expense incurred by such Agent or Lender in connection with any conversion of U.S. Committed Loans pursuant to this clause (i), together with any amounts owed pursuant to Section 7.5.

(ii) To the extent that a U.S. Non-Qualified Lender that has a risk participation in a U.S. Fronting Loan assigns all or part of its interest in such risk participation under Section 14.6 to a U.S. Qualified Lender for purposes of such U.S. Fronting Loan, then such U.S. Qualified Lender shall make the amount of its assigned participation in such U.S. Fronting Loan available to U.S. Funding Agent in Same Day Funds for the account of the applicable Fronting Lender at U.S. Funding Agent’s Office for payments in the same currency as the applicable U.S. Fronting Loan not later than 1:00 p.m. on the third Business Day following the effective date of the assignment.

(b) If any applicable U.S. Lender fails to make available to any Fronting Lender any amount required to be paid by such U.S. Lender pursuant to the foregoing provisions of this Section 2.2.3 by the time specified in Section 2.2.3(a), such Fronting Lender shall be entitled to recover from such U.S. Lender (acting through U.S. Funding Agent), on demand, such amount in the same currency as the applicable U.S. Fronting Loan with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Fronting Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect. A certificate of a Fronting Lender submitted to any applicable U.S. Lender (through U.S. Funding Agent) with respect to any amount owing under this clause (b) shall be conclusive absent manifest error.

(c) Each applicable U.S. Lender’s obligation to purchase and fund risk participations in U.S. Fronting Loans pursuant to this Section 2.2.3 shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right which such U.S. Lender may have against the applicable Fronting Lender, any U.S. Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or (iii) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such funding of risk participations shall relieve or otherwise impair the obligation of any U.S. Borrower to repay any Fronting Lender, together with interest as provided herein.

(d) At any time after any U.S. Lender has purchased and funded a risk participation in a U.S. Fronting Loan, if the applicable Fronting Lender receives any payment on account of such U.S. Fronting Loan, such Fronting Lender will distribute to such U.S. Lender such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such U.S. Lender’s participation was funded) in the same funds and currency as those received by such Fronting Lender.

(e) If any payment received by any Fronting Lender (and paid to a U.S. Lender) in respect of principal of or interest on any U.S. Fronting Loan is required to be returned by such Fronting Lender under any of the circumstances described in Section 14.5 (including pursuant to any settlement entered into by such Fronting Lender in its discretion), such U.S. Lender shall pay to such Fronting Lender in the applicable currency of such Fronting Loan the amount of such payment in respect of such U.S. Fronting Loan on demand of U.S. Funding Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. U.S. Funding Agent will make such demand upon the request of the applicable Fronting Lender. The obligations of the applicable U.S. Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Section 2.2.4 Payments for Account of the applicable Fronting Lender. Notwithstanding any other provision of this Agreement, until the applicable U.S. Lender funds its risk participation pursuant to this Section 2.2 to refinance such U.S. Lender’s applicable U.S. Fronting Loan, all payments made hereunder in respect of the portion of any U.S. Committed Loan that was funded in part by a Fronting Lender shall be solely for the account of the applicable Fronting Lender.

Section 2.2.5 Defaulting Lender. Notwithstanding the foregoing, no Fronting Lender shall be required to make a U.S. Fronting Loan with respect to which there is a U.S. Non-Qualified Lender that is a Defaulting Lender at the time of the receipt by U.S. Funding Agent of the applicable U.S. Committed Loan Notice or at any time prior to the funding of such U.S. Fronting Loan. In addition, to the extent (a) a U.S. Fronting Loan is outstanding, (b) a U.S. Non-Qualified Lender becomes a Defaulting Lender and (c) the applicable Fronting Lender makes a demand for repayment to the applicable U.S. Borrower, then such U.S. Borrower shall repay such U.S. Fronting Loan (i) on or before the earlier of (A) 30 days following receipt of such demand or (B) the fifth day following the last day of the applicable Interest Period ending after receipt of such demand or (ii) if no Interest Period is in effect with respect to such U.S. Fronting Loan, within ten days following receipt of such demand. If any such U.S. Fronting Loan is not repaid in full on the last day of an Interest Period (if applicable or required under clause (i)(B) above), subject to Section 6.4.2, such U.S. Fronting Loan shall bear interest at the Daily Simple SOFR Rate plus the Applicable Margin until such payment is made hereunder.

Section 2.3 U.S. Committed Borrowings, Conversions and Continuations of U.S. Committed Loans.

Section 2.3.1 Procedures for U.S. Committed Borrowings. Each U.S. Committed Borrowing, each conversion of U.S. Committed Loans denominated in Dollars from one Type of Dollar-denominated Loans to the other, and each continuation of Eurocurrency Rate Committed Loans, Term SOFR Rate Loans or TIIE Rate Loans shall be made upon the requesting U.S. Borrower’s irrevocable notice to U.S. Funding Agent, which may be given by (A) telephone, or (B) a U.S. Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to U.S. Funding Agent of a U.S. Committed Loan Notice. Each such notice must be received by U.S. Funding Agent not later than (a) 11:00 a.m. two Business Days prior to the requested date of any U.S. Committed Borrowing of, conversion to or continuation of Term SOFR Rate Loans, (b) 11:00 a.m. three Business Days prior to the requested date of any U.S. Committed Borrowing of, conversion to or continuation of Eurocurrency Rate Committed Loans (other than a U.S. Committed Borrowing denominated in Yen) or Daily Floating XXXXX Rate Loans, (c) 11:00 a.m. four Business Days prior to the requested date of any Eurocurrency Rate Committed Borrowings denominated in Yen or any continuation of Eurocurrency Rate Committed Loans denominated in Yen, (d) 11:00 a.m. three Business Days prior to the requested date of any U.S. Committed Borrowing of or continuation of TIIE Rate Loans, (e) 11:00 a.m. on the Business Day of the requested date of any U.S. Committed Borrowing of Base Rate Committed Loans or any conversion to Base Rate Loans and (f) 1:00 p.m. on the Business Day of the requested date of any U.S. Committed Borrowing of Daily Simple SOFR Rate Loans or any conversion to Daily Simple SOFR Rate Loans. Each U.S. Committed Borrowing of, conversion to or continuation thereof shall be in a principal amount permitted by Section 6.1.1, except as provided in Section 5.3. Each U.S. Committed Loan Notice shall specify (i) the jurisdiction of the applicable U.S. Borrower and whether such Borrower is a Foreign Borrower, (ii) whether such U.S. Borrower is requesting a U.S. Committed Borrowing, a conversion of U.S. Committed Loans denominated in Dollars from one Type of Dollar-denominated Loans to the other, or a continuation of Eurocurrency Rate Committed Loans, Term SOFR Rate Loans or TIIE Rate Loans, (iii) the requested date of the U.S. Committed Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iv) the principal amount of U.S. Committed Loans to be borrowed, converted or continued, (v) the Type of U.S. Committed Loans to be borrowed or to which existing U.S. Committed Loans denominated in Dollars are to be converted, (vi) if applicable, the duration of the Interest Period with respect thereto and (vii) the currency of the U.S. Committed Loans to be borrowed or continued. If the requesting U.S. Borrower fails to specify a currency in a U.S. Committed Loan Notice requesting a U.S. Committed Borrowing, then the U.S. Committed Loans so requested shall be made in Dollars. If the requesting U.S. Borrower fails to specify a Type of U.S. Committed Loan in a U.S. Committed Loan Notice or if the requesting U.S. Borrower fails to give a timely notice requesting a continuation, then the applicable U.S. Committed Loans shall be made as, or converted to, Base Rate Committed Loans; provided that in the case of a failure to timely request a continuation of U.S. Committed Loans denominated in an Alternative Currency of the U.S. Tranche, such U.S. Committed Loans shall be continued as Eurocurrency Rate Committed Loans or TIIE Rate Loans, as applicable, in their original currency with an Interest Period of one month or 28 days, as applicable, or Daily Floating XXXXX Rate

Loans (if the requested currency is Sterling). Any automatic conversion to Base Rate Committed Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Rate Loans. If the requesting U.S. Borrower requests a U.S. Committed Borrowing of, conversion to or continuation of Eurocurrency Rate Committed Loans, Term SOFR Rate Loans or TIIE Rate Loans in any such U.S. Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month or 28 days, as applicable. Except as provided in Section 7.3, no U.S. Committed Loan may be converted into or continued as a U.S. Committed Loan denominated in a different currency, but instead must be repaid in the original currency of such U.S. Committed Loan and reborrowed in the other currency.

Section 2.3.2 Funding of U.S. Committed Loans. Following receipt of a U.S. Committed Loan Notice, U.S. Funding Agent shall promptly notify each U.S. Lender of the amount and currency of its Applicable Tranche Percentage of the applicable U.S. Committed Borrowing, and if no timely notice of a conversion or continuation is provided by the applicable U.S. Borrower, U.S. Funding Agent shall notify each U.S. Lender of the details of any automatic conversion to Base Rate Committed Loans or continuation of U.S. Committed Loans denominated in a currency other than Dollars, in each case as described in Section 2.3.1. In the case of a U.S. Committed Borrowing, each U.S. Qualified Lender and the applicable Fronting Lender, if any, shall make the amount of its U.S. Committed Loan available to U.S. Funding Agent in Same Day Funds at U.S. Funding Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of any U.S. Committed Loan denominated in Dollars (other than Daily Floating Rate Loans) and not later than 3:00 p.m. in the case of any Daily Floating Rate Loans, and not later than the Applicable Time specified by U.S. Funding Agent in the case of any U.S. Committed Loan in an Alternative Currency under the U.S. Tranche, in each case on the Business Day specified in the applicable U.S. Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 8.2 (and, if such U.S. Committed Borrowing is the initial Credit Extension, Section 8.1), U.S. Funding Agent shall make all funds so received available to the applicable U.S. Borrower in like funds as received by U.S. Funding Agent either by (a) crediting the account of such U.S. Borrower on the books of U.S. Funding Agent with the amount of such funds or (b) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) U.S. Funding Agent by such U.S. Borrower; provided that if, on the date the U.S. Committed Loan Notice with respect to such U.S. Committed Borrowing denominated in Dollars is given by such U.S. Borrower, such U.S. Borrower has outstanding U.S. L/C Borrowings, then the proceeds of such U.S. Committed Borrowing, first, shall be applied to the payment in full of such U.S. L/C Borrowings, and, second, shall be made available to the applicable U.S. Borrower as provided above.

Section 2.3.3 Certain Continuations and Conversions. Except as otherwise provided herein, a Eurocurrency Rate Committed Loan, a Term SOFR Rate Loan and a TIIE Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Committed Loan, Term SOFR Rate Loan or TIIE Rate Loan, as applicable. During the existence of an Event of Default, the U.S. Required Lenders may, at their option, by notice to the U.S. Borrowers (which notice may be revoked at the option of the U.S. Required Lenders notwithstanding any provision of Section 14.1) declare that (a) no U.S. Loans denominated in Dollars may be requested as, converted to or continued as a Term SOFR Rate Loan and (b) no U.S. Loans denominated in an Alternative Currency may be requested or continued as Eurocurrency Rate Committed Loans or TIIE Rate Loans, other than as Eurocurrency Rate Committed Loans or TIIE Rate Loans, as applicable, with an Interest Period of one month or 28 days, as applicable.

Section 2.3.4 Notice of Rates. U.S. Funding Agent shall promptly notify the applicable U.S. Borrower and U.S. Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Committed Loans and Term SOFR Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, U.S. Funding Agent shall notify the applicable U.S. Borrower and U.S. Lenders of any change in U.S. Funding Agent’s “prime rate” used in determining the Base Rate promptly following the public announcement of such change.

Section 2.3.5 Number of Interest Periods. After giving effect to all U.S. Committed Borrowings, all conversions of U.S. Committed Loans denominated in Dollars from one Type of Dollar-denominated Loans to the other, and all continuations of U.S. Committed Loans as the same Type, there shall not be more than 12 Interest Periods in effect with respect to U.S. Committed Loans.

Section 2.4 U.S. Letters of Credit. Subject to the terms and conditions set forth herein, (a) each U.S. L/C Issuer agrees, in reliance upon the agreements of U.S. Lenders set forth in this Section 2.4 and Article V, (i) from time to time on any Business Day during the Availability Period, to issue U.S. Letters of Credit denominated in Dollars or Canadian Dollars for the account of any U.S. Borrower or any Eligible Affiliate, and to amend or extend U.S. Letters of Credit previously issued by it, in accordance with Section 5.2, and (ii) to honor drawings under the applicable U.S. Letters of Credit; and (b) U.S. Lenders severally agree to participate in U.S. Letters of Credit issued for the account of any U.S. Borrower or any Eligible Affiliates and any drawings thereunder; provided that after giving effect to any U.S. L/C Credit Extension with respect to any U.S. Letter of Credit, (v) the U.S. Total Outstandings shall not exceed the U.S. Aggregate Commitments, (w) the U.S. Credit Exposure of any U.S. Lender shall not exceed such U.S. Lender’s U.S. Commitment, (x) the U.S. Outstanding Amount of the U.S. L/C Obligations shall not exceed the U.S. Letter of Credit Sublimit, (y) the aggregate amount of all Bank of America L/C Outstandings shall not exceed the Bank of America U.S. Letter of Credit Sublimit and (z) the aggregate amount of all JPMorgan L/C Outstandings shall not exceed the JPMorgan U.S. Letter of Credit Sublimit. Within the foregoing limits, any U.S. Borrower’s ability to obtain U.S. Letters of Credit shall be fully revolving, and accordingly each U.S. Borrower may, during the foregoing period, obtain U.S. Letters of Credit to replace U.S. Letters of Credit that have expired or that have been drawn upon and reimbursed.

Section 2.5 [Reserved].

Section 2.6 U.S. Prepayments.

Section 2.6.1 Prepayments of Committed Loans. Each U.S. Borrower may, upon notice to U.S. Funding Agent, at any time or from time to time voluntarily prepay U.S. Committed Loans in whole or in part without premium or penalty; provided that (a) such notice must be in a form acceptable to U.S. Funding Agent and be received by U.S. Funding Agent, not later than (i) 11:00 a.m. three Business Days prior to any date of prepayment of Eurocurrency Rate Committed Loans denominated in an Alternative Currency, Daily Floating XXXXX Rate Loans or TONAR

Rate Loans, (ii) 11:00 a.m. two Business Days prior to any date of prepayment of Term SOFR Rate Loans or TIIE Rate Loans and (iii) 11:00 a.m. on the date of prepayment of any Base Rate Committed Loans or Daily Simple SOFR Rate Loans; and (b) any prepayment of U.S. Committed Loans shall be in a principal amount permitted by Section 6.1.2 or, if less, the entire principal amount thereof then outstanding; provided that if U.S. Lenders have made any U.S. Committed Loans pursuant to Section 5.3.2, then the applicable U.S. Borrower may make a prepayment in any other amount so long as, after giving effect thereto, the aggregate principal amount of all Base Rate Committed Borrowings is in the principal amount of $1,000,000 or a higher integral multiple of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Committed Loans, Term SOFR Rate Loans or TIIE Rate Loans are to be prepaid, the Interest Period(s) of the applicable Loans. U.S. Funding Agent will promptly notify each U.S. Lender and each Fronting Lender, as applicable, of its receipt of each such notice, and of the amount of such U.S. Lender’s Applicable Tranche Percentage of such prepayment. If such notice is given by such U.S. Borrower, then such U.S. Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Committed Loan, Term SOFR Rate Loan or TIIE Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amount required pursuant to Section 7.5. Subject to Sections 2.2.4 and 6.8.3, each such prepayment shall be applied to the U.S. Committed Loans of U.S. Lenders in accordance with their respective Applicable Tranche Percentages.

Section 2.6.2 [Reserved].

Section 2.6.3 Prepayments Due to Currency Fluctuations. U.S. Funding Agent shall calculate the Dollar Equivalent of the U.S. Total Outstandings (but only with respect to U.S. Loans denominated in an Alternative Currency) on each applicable Revaluation Date. If on the Revaluation Date that occurs on the first Business Day of each calendar month, on the last day of an Interest Period, or such other times as U.S. Funding Agent may determine in its reasonable discretion, such calculation reflects that, as of such Revaluation Date, the Dollar Equivalent of the U.S. Total Outstandings exceeds an amount equal to 105% of the U.S. Aggregate Commitments then in effect, then, within five Business Days after notice of such calculation from U.S. Funding Agent to Prologis, U.S. Borrowers shall prepay U.S. Loans and/or Cash Collateralize U.S. L/C Obligations in an aggregate amount sufficient to reduce the U.S. Total Outstandings as of such date of payment to an amount not exceeding 100% of the U.S. Aggregate Commitments then in effect; provided that solely for purposes of measuring compliance with this Section 2.6.3, the amount of Cash Collateral delivered to U.S. Funding Agent under this Section 2.6.3 shall be deemed to have reduced the U.S. Total Outstandings. Subject to Section 2.2.4, each such prepayment shall be applied to the U.S. Committed Loans of U.S. Lenders in accordance with their respective Applicable Tranche Percentages.

Section 2.6.4 Other Prepayments. If at any time the Dollar Equivalent of the U.S. Total Outstandings exceeds the U.S. Aggregate Commitments then in effect and such excess is not due to a currency exchange fluctuation covered under Section 2.6.3, then, within two Business Days after notice from U.S. Funding Agent to Prologis, U.S. Borrowers shall prepay the U.S. Loans and/or Cash Collateralize the U.S. L/C Obligations in an aggregate amount sufficient to reduce the Dollar Equivalent of such U.S. Total Outstandings as of such date of payment to an

amount not to exceed the U.S. Aggregate Commitments then in effect, without regard to any minimum or multiples specified in Section 6.1.2 with respect to prepayments. Subject to Section 2.2.4, each such prepayment shall be applied to the U.S. Committed Loans of U.S. Lenders in accordance with their respective Applicable Tranche Percentages.

Section 2.7 U.S. Bid Loans.

Section 2.7.1 General. Subject to the terms and conditions set forth herein, each U.S. Lender agrees that any Domestic Borrower under the U.S. Tranche may from time to time request the U.S. Lenders to submit offers to make loans in Dollars (each such loan, a “U.S. Bid Loan”) to such Domestic Borrower from time to time on any Business Day during the Availability Period pursuant to this Section 2.7; provided that immediately after giving effect to any U.S. Bid Borrowing, (a) the U.S. Total Outstandings shall not exceed the U.S. Aggregate Commitments and (b) the aggregate Outstanding Amount of all U.S. Bid Loans shall not exceed the U.S. Bid Loan Sublimit. There shall not be more than five different Interest Periods in effect with respect to U.S. Bid Loans at any time.

Section 2.7.2 Requesting Competitive Bids. A Domestic Borrower under the U.S. Tranche may request the submission of U.S. Competitive Bids by delivering a U.S. Bid Request to U.S. Funding Agent not later than 12:00 noon, Applicable Time, four Business Days prior to the requested date of any U.S. Bid Borrowing. Each U.S. Bid Request shall specify (i) the requested date of the U.S. Bid Borrowing (which shall be a Business Day), (ii) the aggregate principal amount of U.S. Bid Loans requested (which must be $10,000,000 or a higher whole multiple of $1,000,000), (iii) the Type of U.S. Bid Loans requested and (iv) if applicable, the duration of the Interest Period with respect thereto, and shall be signed by a Responsible Officer of the applicable Borrower. No U.S. Bid Request shall contain a request for (A) more than one Type of U.S. Bid Loan or (B) U.S. Bid Loans having more than three different Interest Periods. Unless U.S. Funding Agent otherwise agrees in its sole discretion, a U.S. Borrower may not submit a U.S. Bid Request if it has submitted another U.S. Bid Request within the prior five Business Days.

Section 2.7.3 Submitting Competitive Bids.

(a) U.S. Funding Agent shall promptly notify each U.S. Lender of each U.S. Bid Request received by it and the contents of such U.S. Bid Request.

(b) Each U.S. Lender may (but shall have no obligation to) submit a U.S. Competitive Bid containing an offer to make one or more U.S. Bid Loans in response to a U.S. Bid Request. Such U.S. Competitive Bid must be delivered to U.S. Funding Agent not later than 10:30 a.m., Applicable Time, three Business Days prior to the requested date of any U.S. Bid Borrowing; provided that any U.S. Competitive Bid submitted by U.S. Funding Agent in its capacity as a U.S. Lender in response to any U.S. Bid Request must be submitted to U.S. Funding Agent not later than 10:15 a.m., Applicable Time, on the date on which U.S. Competitive Bids are required to be delivered by the other U.S. Lenders in response to such U.S. Bid Request. Each U.S. Competitive Bid shall specify (A) the proposed date of the U.S. Bid Borrowing; (B) the principal amount of each U.S. Bid Loan for which such U.S. Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the U.S. Commitment of the bidding U.S. Lender,

(y) must be $5,000,000 or a higher whole multiple of $1,000,000, and (z) may not exceed the principal amount of U.S. Bid Loans for which U.S. Competitive Bids were requested; (C) if the proposed U.S. Bid Borrowing is to consist of Absolute Rate Loans, the Absolute Rate offered for each such U.S. Bid Loan and the Interest Period applicable thereto; (D) if the proposed U.S. Bid Borrowing is to consist of U.S. Term SOFR Margin Bid Loans, the Term SOFR Bid Margin with respect to each such U.S. Term SOFR Margin Bid Loan and the Interest Period applicable thereto; and (E) the identity of the bidding U.S. Lender.

(c) Any U.S. Competitive Bid shall be disregarded if it (A) is received after the required time specified in clause (b) above, (B) is not substantially in the form of a U.S. Competitive Bid as specified herein, (C) contains qualifying, conditional or similar language, (D) proposes terms other than or in addition to those set forth in the applicable U.S. Bid Request, or (E) is otherwise not responsive to such U.S. Bid Request. Any U.S. Lender may correct a U.S. Competitive Bid containing a manifest error by submitting a corrected U.S. Competitive Bid (identified as such) not later than the applicable time required for submission of U.S. Competitive Bids. Any such submission of a corrected U.S. Competitive Bid shall constitute a revocation of the U.S. Competitive Bid that contained the manifest error. U.S. Funding Agent may, but shall not be required to, notify any U.S. Lender of any manifest error it detects in such U.S. Lender’s Competitive Bid.

(d) Subject only to the provisions of Sections 7.2, 7.3 and 8.2 and clause (c) above, each U.S. Competitive Bid shall be irrevocable.

Section 2.7.4 Notice to Borrower of Competitive Bids. Not later than 11:00 a.m., Applicable Time, three Business Days prior to the requested date of any U.S. Bid Borrowing, U.S. Funding Agent shall notify the applicable Borrower of the identity of each U.S. Lender that has submitted a U.S. Competitive Bid that complies with Section 2.7.3 and of the terms of the offers contained in each such U.S. Competitive Bid.

Section 2.7.5 Acceptance of Competitive Bids. Not later than 11:30 a.m., Applicable Time, three Business Days prior to the requested date of any U.S. Bid Borrowing, the applicable Borrower shall notify U.S. Funding Agent of its acceptance or rejection of the offers notified to it pursuant to Section 2.7.4. The applicable Borrower shall be under no obligation to accept any U.S. Competitive Bid and may choose to reject all U.S. Competitive Bids. In the case of acceptance, such notice shall specify the aggregate principal amount of U.S. Competitive Bids for each Interest Period that is accepted. The applicable Borrower may accept any U.S. Competitive Bid in whole or in part; provided that:

(i) the aggregate principal amount of each U.S. Bid Borrowing may not exceed the applicable amount set forth in the related U.S. Bid Request;

(ii) the principal amount of each U.S. Bid Loan must be $5,000,000 or a higher whole multiple of $1,000,000;

(iii) the acceptance of offers may be made only on the basis of ascending Absolute Rates or Term SOFR Bid Margins within each Interest Period; and

(iv) the applicable Borrower may not accept any offer that is described in Section 2.7.3(c) or that otherwise fails to comply with the requirements hereof.

Section 2.7.6 Procedure for Identical Bids. If two or more U.S. Lenders have submitted U.S. Competitive Bids at the same Absolute Rate or Term SOFR Bid Margin, as the case may be, for the same Interest Period, and the result of accepting all of such U.S. Competitive Bids in whole (together with any other U.S. Competitive Bids at lower Absolute Rates or Term SOFR Bid Margins, as the case may be, accepted for such Interest Period in conformity with the requirements of Section 2.7.5) would be to cause the aggregate outstanding principal amount of the applicable U.S. Bid Borrowing to exceed the amount specified therefor in the related U.S. Bid Request, then, unless otherwise agreed by the applicable Borrower, U.S. Funding Agent and such U.S. Lenders, the applicable Borrower shall accept such U.S. Competitive Bids as nearly as possible in proportion to the amount offered by each such U.S. Lender in respect of such Interest Period, with such accepted amounts in each case being rounded to a whole multiple of $1,000,000.

Section 2.7.7 Notice to Lenders of Acceptance or Rejection of Bids. U.S. Funding Agent shall promptly notify each U.S. Lender having submitted a U.S. Competitive Bid whether or not its offer has been accepted and, if its offer has been accepted, of the amount of the U.S. Bid Loan or Bid Loans to be made by it on the date of the applicable U.S. Bid Borrowing. Any U.S. Competitive Bid or portion thereof that is not accepted by the applicable Borrower by the applicable time specified in Section 2.7.5 shall be deemed rejected.

Section 2.7.8 Notice of Term SOFR Rate. If any U.S. Bid Borrowing is to consist of U.S. Term SOFR Margin Bid Loans, U.S. Funding Agent (a) shall determine the Term SOFR Rate for the relevant Interest Period and (b) promptly after making such determination, shall notify the applicable Borrower and the U.S. Lenders that will be participating in such U.S. Bid Borrowing of such Term SOFR Rate.

Section 2.7.9 Funding of U.S. Bid Loans. Each U.S. Lender that has received notice pursuant to Section 2.7.7 that all or a portion of its U.S. Competitive Bid has been accepted by the applicable Borrower shall make the amount of its U.S. Bid Loan(s) available to U.S. Funding Agent in immediately available funds at U.S. Funding Agent’s Office not later than 1:00 p.m., Applicable Time, on the date of the requested U.S. Bid Borrowing. Upon satisfaction of the applicable conditions set forth in Section 8.2, U.S. Funding Agent shall make all funds so received available to the applicable Borrower in like funds as received by U.S. Funding Agent.

Section 2.7.10 Notice of Range of Bids. After each U.S. Competitive Bid auction pursuant to this Section 2.7, U.S. Funding Agent shall notify each U.S. Lender that submitted a U.S. Competitive Bid in such auction of the ranges of bids submitted (without the bidder’s name) and accepted for each U.S. Bid Loan and the aggregate amount of each U.S. Bid Borrowing.

ARTICLE III

EURO COMMITMENTS AND EURO CREDIT EXTENSIONS

Section 3.1 Euro Committed Loans. Subject to the terms and conditions set forth herein, each Euro Lender severally agrees to make loans (each such loan, a “Euro Committed Loan”) to each Euro Borrower in Euro or in one or more Alternative Currencies of the Euro

Tranche, subject to Section 3.2, from time to time, on any Business Day during the Availability Period, under the Euro Tranche, in an aggregate amount not to exceed at any time outstanding the amount of such Euro Lender’s Euro Commitment; provided that after giving effect to any Euro Committed Borrowing, (a) the Euro Total Outstandings shall not exceed the Euro Aggregate Commitments and (b) the Euro Credit Exposure of any Euro Lender shall not exceed such Euro Lender’s Euro Commitment. Within the limits of each Euro Lender’s Euro Commitment, Euro Borrowers may borrow under this Section 3.1, prepay under Section 3.6 and reborrow under this Section 3.1. Euro Committed Loans may be Eurocurrency Rate Loans (for Euro or Yen denominated Euro Committed Loans), Term SOFR Rate Loans or Daily Simple SOFR Loans (for Dollar denominated Euro Committed Loans) or Daily Floating XXXXX Rate Loans (for Sterling denominated Euro Committed Loans) or solely upon the occurrence of an event described in Section 7.2 or 7.3, Substitute Rate Loans (for Euro denominated Euro Committed Loans) and TONAR Rate Loans (for Yen denominated Euro Committed Loans), as further provided herein.

Section 3.2 Euro Fronting Loans.

Section 3.2.1 Euro Fronting Loans. Subject to the terms and conditions set forth in this Section 3.2, upon a request for a Euro Committed Borrowing in an Alternative Currency or to a Foreign Borrower in compliance with Section 3.1, each Fronting Lender agrees, subject to the limitations set forth below, to fund its Fronting Portion of such Euro Committed Borrowing in the requested currency with respect to such Euro Committed Borrowing and in the amount of each Euro Non-Qualified Lender’s Applicable Tranche Percentage for such Euro Committed Borrowing (each a “Euro Fronting Loan”), notwithstanding the fact that, after giving effect to such funding, all Euro Fronting

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SECOND AMENDMENT (GLOC II)