Common use of Sanctioned Lenders Clause in Contracts

Sanctioned Lenders. (a) If any Lender is a Sanctioned Lender, Prologis shall have the right, upon five Business Days’ notice to Administrative Agent to either (x) cause a bank, reasonably acceptable to Administrative Agent, to offer to purchase the Loans of such Lender for an amount equal to such Lender’s outstanding Loans, and to become a Lender hereunder, or to obtain the agreement of one or more existing Lenders to offer to purchase the Loans of such Lender for such amount, which offer such Lender is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Lender, together with interest and all other amounts due thereon. (b) Notwithstanding anything to the contrary herein, no Sanctioned Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (unless otherwise required by applicable Law) no Commitment of such Lender may be increased or extended (other than pursuant to Section 2.18), the principal amount of the Loans owed to such Lender may not be reduced, the final maturity of such Loans may not be extended (other than pursuant to Section 2.18) and this clause (b) may not be amended, in each case, without the consent of such Lender. (c) Notwithstanding any other provision of this Agreement, if it would be unlawful for the Borrower, Administrative Agent or any assignee pursuant to Section 9.21(a) to make a payment to any Sanctioned Lender, then any amount that the Borrower, Administrative Agent or such assignee would otherwise pay to such Sanctioned Lender pursuant to this Agreement or any other Loan Document shall be held for such Sanctioned Lender pursuant to arrangements satisfactory to the Borrower, Administrative Agent and such assignee, in each case as applicable, and shall be paid to such Lender only when making such payment is no longer unlawful.

Sanctioned Lenders. (a) If any Lender is a Sanctioned Lender, Prologis shall have the right, at its sole expense and effort, upon five Business Days’ notice to Administrative Agent to either (x) cause a bankQualified Institution, reasonably acceptable to Administrative Agent, to offer to purchase the Loans of such Lender for an amount equal to such Lender’s outstanding Loans, and to become a Lender hereunder, or to obtain the agreement of one or more existing Lenders to offer to purchase the Loans of such Lender for such amount, which offer such Lender is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Lender, together with interest and all other amounts due thereon. (b) Notwithstanding anything to the contrary herein, no Sanctioned Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (unless otherwise required by applicable Law) no Commitment of such Lender may be increased or extended (other than pursuant to Section 2.18)extended, the principal amount of the Loans owed to such Lender may not be reduced, the final maturity of such Loans may not be extended (other than pursuant to Section 2.18) and this clause (b) may not be amended, in each case, without the consent of such Lender. (c) Notwithstanding any other provision of this Agreement, if it would be unlawful for the Borrower, Administrative Agent or any assignee pursuant to Section 9.21(a9.19(a) to make a payment to any Sanctioned Lender, then any amount that the Borrower, Administrative Agent or such assignee would otherwise pay to such Sanctioned Lender pursuant to this Agreement or any other Loan Document shall be held for such Sanctioned Lender pursuant to arrangements satisfactory to the Borrower, Administrative Agent and such assignee, in each case as applicable, and shall be paid to such Lender only when making such payment is no longer unlawful.

Sanctioned Lenders. (a) If any Lender is becomes a Sanctioned Lender, Prologis shall have (i) to the rightextent an Eligible Assignee is willing and able to accept such assignment, upon five Business Days’ notice to the Administrative Agent may require the Sanctioned Lender to either assign all its interests, rights and obligations under this Agreement and the other Loan Documents to the Eligible Assignee that shall assume such obligations in accordance with Section 5.04(b), (xii) cause if the Administrative Agent determines it advisable to comply with applicable law, the Administrative Agent may open a bank, reasonably acceptable to Administrative Agent, to offer to purchase segregated deposit account for the Loans benefit of such Lender for an amount equal to such Lender’s outstanding Loans, and to become a Lender hereunder, or to obtain the agreement of one or more existing Lenders to offer to purchase the Loans of such Lender for such amount, which offer such Lender is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Lender, together with interest and all other amounts due thereon. (b) Notwithstanding anything to the contrary herein, no Sanctioned Lender shall have and deposit any right to approve or disapprove any amendment, waiver or consent hereunder, except that (unless otherwise required by applicable Law) no Commitment of such Lender may be increased or extended (other than pursuant to Section 2.18), the principal amount of the Loans payments owed to such Lender may not be reduced, the final maturity of such Loans may not be extended (other than pursuant to Section 2.18) and this clause (b) may not be amended, in each case, without the consent of such Lender. (c) Notwithstanding any other provision of this Agreement, if it would be unlawful for the Borrower, Administrative Agent or any assignee pursuant to Section 9.21(a) to make a payment to any Sanctioned Lender, then any amount that the Borrower, Administrative Agent or such assignee would otherwise pay to such Sanctioned Lender pursuant to the terms of the Loan Documents, including amounts owed in connection with an assignment pursuant to clause (i) of this paragraph, into such segregated deposit account, the proceeds of which shall be released by the Administrative Agent to the Sanctioned Lender when the Administrative Agent is permitted to do so by applicable law or otherwise applied in accordance with applicable law, and (iii) the Administrative Agent may take any other actions it reasonably determines are advisable to comply with the applicable Sanctions or applicable law, without liability to the Sanctioned Lender, any other Lender or the Borrower, including specifying an effective date for its resignation under Section 11.06(b) that is less than thirty (30) days (but not less than the shorter of (x) fifteen (15) days and (y) the maximum amount of days, as determined by the Administrative Agent, permitted by applicable law) following the date of the Administrative Agent’s notice thereunder. Notwithstanding the foregoing, the Administrative Agent shall not be required to take any action, or refrain for taking any action, under this Agreement or any other of the Loan Document shall be held for such Sanctioned Lender pursuant to arrangements satisfactory to the Borrower, Administrative Agent and such assignee, Documents which would result in each case as applicable, and shall be paid to such Lender only when making such payment is no longer unlawfula violation of applicable Sanctions or applicable law.

Sanctioned Lenders. Notwithstanding anything herein to the contrary in this Credit Agreement: (a) If any Lender is a Sanctioned Lender, Prologis shall have the right, upon five Business Days’ notice to Administrative Agent to either (x) cause a bank, reasonably acceptable to Administrative Agent, to offer to purchase the Loans of such Lender for an amount equal to such Lender’s outstanding Loans, and to become a Lender hereunder, or to obtain the agreement of one or more existing Lenders to offer to purchase the Loans of such Lender for such amount, which offer such Lender is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Lender, together with interest and all other amounts due thereon. (b) Notwithstanding anything to the contrary herein, no Sanctioned Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunderunder this Credit Agreement, except that (unless (x) otherwise required by applicable LawLaw or (y) otherwise permitted under this Credit Agreement) no Commitment of such Lender may be increased or extended (other than pursuant to Section 2.18)extended, the principal amount of the Loans owed to such Lender may not be reduced, the final maturity of such Loans may not be extended (other than pursuant to Section 2.18) and this clause (ba) may not be amended, in each case, without the consent of such Lender.; (cb) Notwithstanding any other provision of this Agreement, if it would be unlawful for the Borrower, Administrative Agent or any assignee pursuant to Section 9.21(a) to make a payment to any Sanctioned Lender, then any amount that the Borrower, Administrative Agent or such assignee would otherwise pay to such Sanctioned Lender pursuant to this Credit Agreement or any other Loan Document shall may (at the discretion of the Administrative Agent) be held (at the sole expense of the Borrower) for such Sanctioned Lender pursuant to arrangements satisfactory to the Borrower, Administrative Agent and such assignee, in each case as applicable, and shall be paid to such Sanctioned Lender only when making such payment is no longer longer, in the opinion of the Administrative Agent or its counsel, unlawful; (c) no Sanctioned Lender shall be entitled to receive any fees accrued in its capacity as Lender pursuant to the Loan Documents for any period during which that Lender is a Sanctioned Lender; (d) the Administrative Agent shall not be required to make any payments or take any other actions related to a Sanctioned Lender (including holding or directing the payment of any Obligations owed to such Sanctioned Lender) that, in its opinion or the opinion of its counsel, (x) is reasonably believed to be contrary to applicable Law or (y) may otherwise result in liability to the Administrative Agent; and (e) this Section 13.30 shall supersede any provisions in Section 13.03 to the contrary.

Sanctioned Lenders. (a) If The Borrower shall have no obligation to pay any Lender a facility fee pursuant to Section 2.04(a) or any Letter of Credit Fee pursuant to Section 2.04(b)(i) for any day on which such Lender is a Sanctioned Lender, Prologis shall have the right, upon five Business Days’ notice to Administrative Agent to either (x) cause a bank, reasonably acceptable to Administrative Agent, to offer to purchase the Loans of such Lender for an amount equal to such Lender’s outstanding Loans, and to become a Lender hereunder, or to obtain the agreement of one or more existing Lenders to offer to purchase the Loans of such Lender for such amount, which offer such Lender is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Lender, together with interest and all other amounts due thereon. (b) Notwithstanding anything to the contrary herein, no Sanctioned Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (unless otherwise required by applicable Lawlaw) no the Commitment of such Lender may not be increased or extended (other than pursuant to Section 2.18)extended, the principal amount of the Loans owed to such Lender may not be reduced, the final maturity of such Loans may not be extended (other than pursuant to Section 2.18) and this clause (b) may not be amended, in each case, without the consent of such Lender. (c) Notwithstanding Section 8.15 or any other provision of this Agreement (but subject to clause (d) below), if any Lender is a Sanctioned Lender, then the Borrower (i) may, with the consent of Administrative Agent if a Default or Event of Default exists, and (ii) shall, promptly upon notice from Administrative Agent that any Law applicable to the Borrower, the Administrative Agent or any Lender requires such action, prepay such Lender’s Loans, all accrued interest thereon and all other amounts payable to such Lender hereunder, in each case on a non-pro-rata basis, whereupon such Lender shall cease to have any rights or obligations hereunder (other than, to the extent permitted by applicable law, with respect to rights and obligations that expressly survive the payment in full of the Loans, all interest thereon and all other amounts payable under this Agreement and the termination of this Agreement). (d) Notwithstanding any other provision of this Agreement, if it would be unlawful for the Borrower, the Administrative Agent or any assignee pursuant to Section 9.21(a8.15(a) or Section 8.15(c) to make a payment to any Sanctioned Lender, then any amount that the Borrower, the Administrative Agent or such assignee would otherwise pay to such Sanctioned Lender pursuant to this Agreement or any other Loan Document shall be held for such Sanctioned Lender pursuant to arrangements satisfactory to the Borrower, the Administrative Agent and such assignee, in each case as applicable, and shall be paid to such Sanctioned Lender only when making such payment is no longer unlawful.

Sanctioned Lenders. (a) If The Borrower shall have no obligation to pay any Lender a facility fee pursuant to Section 2.04(a) or any Letter of Credit Fee pursuant to Section 2.04(b)(i) for any day on which such Lender is a Sanctioned Lender, Prologis shall have the right, upon five Business Days’ notice to Administrative Agent to either (x) cause a bank, reasonably acceptable to Administrative Agent, to offer to purchase the Loans of such Lender for an amount equal to such Lender’s outstanding Loans, and to become a Lender hereunder, or to obtain the agreement of one or more existing Lenders to offer to purchase the Loans of such Lender for such amount, which offer such Lender is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Lender, together with interest and all other amounts due thereon.. CHAR1\1986393v3 (b) Notwithstanding anything to the contrary herein, no Sanctioned Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (unless otherwise required by applicable Lawlaw) no the Commitment of such Lender may not be increased or extended (other than pursuant to Section 2.18)extended, the principal amount of the Loans owed to such Lender may not be reduced, the final maturity of such Loans may not be extended (other than pursuant to Section 2.18) and this clause (b) may not be amended, in each case, without the consent of such Lender. (c) Notwithstanding Section 8.15 or any other provision of this Agreement (but subject to clause (d) below), if any Lender is a Sanctioned Lender, then the Borrower (i) may, with the consent of Agent if a Default or Event of Default exists, and (ii) shall, promptly upon notice from Agent that any Law applicable to the Borrower, the Agent or any Lender requires such action, prepay such Lender’s Loans, all accrued interest thereon and all other amounts payable to such Lender hereunder, in each case on a non-pro-rata basis, whereupon such Lender shall cease to have any rights or obligations hereunder (other than, to the extent permitted by applicable law, with respect to rights and obligations that expressly survive the payment in full of the Loans, all interest thereon and all other amounts payable under this Agreement and the termination of this Agreement). (d) Notwithstanding any other provision of this Agreement, if it would be unlawful for the Borrower, Administrative the Agent or any assignee pursuant to Section 9.21(a8.15(a) or Section 8.15(c) to make a payment to any Sanctioned Lender, then any amount that the Borrower, Administrative the Agent or such assignee would otherwise pay to such Sanctioned Lender pursuant to this Agreement or any other Loan Document shall be held for such Sanctioned Lender pursuant to arrangements satisfactory to the Borrower, Administrative the Agent and such assignee, in each case as applicable, and shall be paid to such Sanctioned Lender only when making such payment is no longer unlawful. CHAR1\1986393v3 [Date] Mizuho Bank, Ltd., as Agent for the Lenders parties to the Credit Agreement referred to below Harborside Financial Center 0000 Xxxxx 00 Jersey City, NJ 07311 Attention: Xxxxxx Xxxxx-Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Electronic Mail: xxx_xxxxx@xxxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Packaging Corporation of America, refers to the Credit Agreement, dated as of June 8, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the undersigned, certain Lenders parties thereto and Mizuho Bank, Ltd., as Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.02(a) of the Credit Agreement: (i) The Business Day of the Proposed Borrowing is _______________, 20___ (ii) The Type of Loans comprising the Proposed Borrowing is [Base Rate Loans] [Term SOFR Rate Loans]. (iii) The aggregate amount of the Proposed Borrowing is $_______________. The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing: (A) the representations and warranties contained in Section 4.01 (other than the last sentence of the representation and warranty contained in Section 4.01(e)) of the Credit Agreement are correct, before and after giving effect to the Proposed Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and (B) no event has occurred and is continuing, or would result from such Proposed Borrowing or from the application of the proceeds therefrom, that constitutes a Default.

Sanctioned Lenders. (a) If The Borrower shall have no obligation to pay any Lender a facility fee pursuant to Section 2.04(a) or any Letter of Credit Fee pursuant to Section 2.04(b)(i) for any day on which such Lender is a Sanctioned Lender, Prologis shall have the right, upon five Business Days’ notice to Administrative Agent to either (x) cause a bank, reasonably acceptable to Administrative Agent, to offer to purchase the Loans of such Lender for an amount equal to such Lender’s outstanding Loans, and to become a Lender hereunder, or to obtain the agreement of one or more existing Lenders to offer to purchase the Loans of such Lender for such amount, which offer such Lender is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Lender, together with interest and all other amounts due thereon. (b) Notwithstanding anything to the contrary herein, no Sanctioned Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (unless otherwise required by applicable Lawlaw) no the Commitment of such Lender may not be increased or extended (other than pursuant to Section 2.18)extended, the principal amount of the Loans owed to such Lender may not be reduced, the final maturity of such Loans may not be extended (other than pursuant to Section 2.18) and this clause (b) may not be amended, in each case, without the consent of such Lender. (c) Notwithstanding Section 8.15 or any other provision of this Agreement (but subject to clause (d) below), if any Lender is a Sanctioned Lender, then the Borrower (i) may, with the consent of Agent if a Default or Event of Default exists, and (ii) shall, promptly upon notice from Agent that any Law applicable to the Borrower, the Agent or any Lender requires such action, prepay such Lender’s Loans, all accrued interest thereon and all other amounts payable to such Lender hereunder, in each case on a non-pro-rata basis, whereupon such Lender shall cease to have any rights or obligations hereunder (other than, to the extent permitted by applicable law, with respect to rights and obligations that expressly survive the payment in full of the Loans, all interest thereon and all other amounts payable under this Agreement and the termination of this Agreement). (d) Notwithstanding any other provision of this Agreement, if it would be unlawful for the Borrower, Administrative the Agent or any assignee pursuant to Section 9.21(a8.15(a) or Section 8.15(c) to make a payment to any Sanctioned Lender, then any amount that the Borrower, Administrative the Agent or such assignee would otherwise pay to such Sanctioned Lender pursuant to this Agreement or any other Loan Document shall be held for such Sanctioned Lender pursuant to arrangements satisfactory to the Borrower, Administrative the Agent and such assignee, in each case as applicable, and shall be paid to such Sanctioned Lender only when making such payment is no longer unlawful.

Sanctioned Lenders. (a) If any Lender is a Sanctioned Lender, Prologis shall have the right, upon five Business Days’ notice to Administrative Agent to either (x) cause a bank, reasonably acceptable to Administrative Agent, to offer to purchase the Loans of such Lender for an amount equal to such Lender’s outstanding Loans, and to become a Lender hereunder, or to obtain the agreement of one or more existing Lenders to offer to purchase the Loans of such Lender for such amount, which offer such Lender is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Lender, together with interest and all other amounts due thereon. (b) Notwithstanding anything to the contrary herein, no Sanctioned Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (unless otherwise required by applicable Law) no Commitment of such Lender may be increased or extended (other than pursuant to Section 2.18)extended, the principal amount of the Loans owed to such Lender may not be reduced, the final maturity of such Loans may not be extended (other than pursuant to Section 2.18) and this clause (b) may not be amended, in each case, without the consent of such Lender. (c) Notwithstanding any other provision of this Agreement, if it would be unlawful for the Borrower, Administrative Agent or any assignee pursuant to Section 9.21(a9.19(a) to make a payment to any Sanctioned Lender, then any amount that the Borrower, Administrative Agent or such assignee would otherwise pay to such Sanctioned Lender pursuant to this Agreement or any other Loan Document shall be held for such Sanctioned Lender pursuant to arrangements satisfactory to the Borrower, Administrative Agent and such assignee, in each case as applicable, and shall be paid to such Lender only when making such payment is no longer unlawful.

Sanctioned Lenders. (a) If any Lender is a Sanctioned Lender, Prologis shall have the right, upon five Business Days’ notice to Administrative Agent to either (x) cause a bank, reasonably acceptable to Administrative Agent, to offer to purchase the Loans of such Lender for an amount equal to such Lender’s outstanding Loans, and to become a Lender hereunder, or to obtain the agreement of one or more existing Lenders to offer to purchase the Loans of such Lender for such amount, which offer such Lender is hereby required to accept, or (y) to repay in full all Loans then outstanding of such Lender, together with interest and all other amounts due thereon. (b) Notwithstanding anything to the contrary herein, no Sanctioned Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (unless otherwise required by applicable Law) no Commitment of such Lender may be increased or extended (other than pursuant to Section 2.18)extended, the principal amount of the Loans owed to such Lender may not be reduced, the final maturity of such Loans may not be extended (other than pursuant to Section 2.18) and this clause (b) may not be amended, in each case, without the consent of such Lender. (c) Notwithstanding any other provision of this Agreement, if it would be unlawful for the Borrower, Administrative Agent or any assignee pursuant to Section 9.21(a) to make a payment to any Sanctioned Lender, then any amount that the Borrower, Administrative Agent or such assignee would otherwise pay to such Sanctioned Lender pursuant to this Agreement or any other Loan Document shall be held for such Sanctioned Lender pursuant to arrangements satisfactory to the Borrower, Administrative Agent and such assignee, in each case as applicable, and shall be paid to such Lender only when making such payment is no longer unlawful.