Common use of Extinguishment of Unrestricted Subsidiary Loan upon an Event of Default Clause in Contracts

Extinguishment of Unrestricted Subsidiary Loan upon an Event of Default. Immediately upon the occurrence of an Event of Default or a default under any of the provisions set forth on Annex 2 to each Unrestricted Subsidiary Assignment Agreement, the outstanding principal amount of all Unrestricted Subsidiary Loans shall be immediately and without further action extinguished and retired (an “Unrestricted Subsidiary Loan Retirement”) and the Unrestricted Subsidiary shall thereafter not have any further rights as a Lender under the Loan Documents with respect to any Unrestricted Subsidiary Loans that are the subject of an Unrestricted Subsidiary Loan Retirement (the “Retired Loans”), subject to the following: (1) all Commitments and Letter of Credit Liabilities associated with Retired Loans and all obligations of the Unrestricted Subsidiary in connection with such Retired Loans shall remain in full force and effect after an Unrestricted Subsidiary Loan Retirement; provided, that no subsequent funding made by the Unrestricted Subsidiary pursuant to such Commitments and Letter of Credit Liabilities shall be deemed to be a Loan for the purposes of this Agreement and any such subsequent funding and/or Obligation relating to such funding shall instead be deemed to be immediately extinguished and retired; (2) from and after the date of any Unrestricted Subsidiary Loan Retirement and subject to the terms of clause (i) of Section 12.5.(i), solely for purposes of calculating all Commitments, Letter of Credit Liabilities and Commitment Percentages of the Unrestricted Subsidiary and the other Lenders only, and for purposes of calculating the allocation of any prepayments of Revolving Loans, the principal amount of all Retired Loans shall be deemed to be outstanding; and (3) no Unrestricted Subsidiary Loan Retirement shall increase, decrease or otherwise affect the Commitment Percentages or participation interest in any Letter of Credit or any Swingline Loan of the Unrestricted Subsidiary or any other Lender as they exist immediately prior to the applicable Unrestricted Subsidiary Loan Retirement (with respect to the Unrestricted Subsidiary and each other Lender, its “Retirement Date Commitment Percentages”) and, from and after the date of any Unrestricted Subsidiary Loan Retirement, (i) the Commitment Percentages of the Unrestricted Subsidiary shall equal the Retirement Date Commitment Percentages of the Unrestricted Subsidiary on the date immediately prior to the applicable Unrestricted Subsidiary Loan Retirement and (ii) the applicable Commitment Percentages of the other Lenders shall equal the applicable Retirement Date Commitment Percentages of such other Lenders on the date immediately prior to the applicable Unrestricted Subsidiary Loan Retirement.

Appears in 2 contracts

Samples: Credit Agreement (Sl Green Operating Partnership, L.P.), Credit Agreement (Sl Green Operating Partnership, L.P.)

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Extinguishment of Unrestricted Subsidiary Loan upon an Event of Default. Immediately upon the occurrence of an Event of Default or a default under any of the provisions set forth on Annex 2 to each Unrestricted Subsidiary Assignment Agreement, the outstanding principal amount of all Unrestricted Subsidiary Loans shall be immediately and without further action extinguished and retired (an “Unrestricted Subsidiary Loan Retirement”) and the Unrestricted Subsidiary shall thereafter not have any further rights as a Lender under the Loan Documents with respect to any Unrestricted Subsidiary Loans that are the subject of an Unrestricted Subsidiary Loan Retirement (the “Retired Loans”), subject to the following: (1) all Commitments and Letter of Credit Liabilities associated with Retired Loans and all obligations of the Unrestricted Subsidiary in connection with such Retired Loans shall remain in full force and effect after an Unrestricted Subsidiary Loan Retirement; provided, that no subsequent funding made by the Unrestricted Subsidiary pursuant to such Commitments and Letter of Credit Liabilities shall be deemed to be a Loan for the purposes of this Agreement and any such subsequent funding and/or Obligation relating to such funding shall instead be deemed to be immediately extinguished and retired; (2) from and after the date of any Unrestricted Subsidiary Loan Retirement and subject to the terms of clause (i) of Section 12.5.(i12.5(i), solely for purposes of calculating all Commitments, Letter of Credit Liabilities and Commitment Percentages of the Unrestricted Subsidiary and the other Lenders only, and for purposes of calculating the allocation of any prepayments of Revolving Loans, the principal amount of all Retired Loans shall be deemed to be outstanding; and (3) no Unrestricted Subsidiary Loan Retirement shall increase, decrease or otherwise affect the Commitment Percentages Percentage or participation interest in any Letter of Credit or any Swingline Loan of the Unrestricted Subsidiary or any other Lender as they exist immediately prior to the applicable Unrestricted Subsidiary Loan Retirement (with respect to the Unrestricted Subsidiary and each other Lender, its “Retirement Date Commitment PercentagesPercentage”) and, from and after the date of any Unrestricted Subsidiary Loan Retirement, (i) the Commitment Percentages Percentage of the Unrestricted Subsidiary shall equal the Retirement Date Commitment Percentages Percentage of the Unrestricted Subsidiary on the date immediately prior to the applicable Unrestricted Subsidiary Loan Retirement and (ii) the applicable aggregate Commitment Percentages Percentage of the other Lenders shall equal the applicable aggregate Retirement Date Commitment Percentages Percentage of such other Lenders on the date immediately prior to the applicable Unrestricted Subsidiary Loan Retirement.

Appears in 1 contract

Samples: Credit Agreement (Sl Green Realty Corp)

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Extinguishment of Unrestricted Subsidiary Loan upon an Event of Default. Immediately upon the occurrence of an Event of Default or a default under any of the provisions set forth on Annex 2 to each Unrestricted Subsidiary Assignment Agreement, the outstanding principal amount of all Unrestricted Subsidiary Loans shall be immediately and without further action extinguished and retired (an “Unrestricted Subsidiary Loan Retirement”) and the Unrestricted Subsidiary shall thereafter not have any further rights as a Lender under the Loan Documents with respect to any Unrestricted Subsidiary Loans that are the subject of an Unrestricted Subsidiary Loan Retirement (the “Retired Loans”), subject to the following: (1) all Commitments and Letter of Credit Liabilities associated with Retired Loans and all obligations of the Unrestricted Subsidiary in connection with such Retired Loans shall remain in full force and effect after an Unrestricted Subsidiary Loan Retirement; provided, that no subsequent funding made by the Unrestricted Subsidiary pursuant to such Commitments and Letter of Credit Liabilities shall be deemed to be a Loan for the purposes of this Agreement and any such subsequent funding and/or Obligation relating to such funding shall instead be deemed to be immediately extinguished and retired; (2) from and after the date of any Unrestricted Subsidiary Loan Retirement and subject to the terms of clause (i) of Section 12.5.(i), solely for purposes of calculating all Commitments, Letter of Credit Liabilities and Commitment Percentages of the Unrestricted Subsidiary and the other Lenders only, and for purposes of calculating the allocation of any prepayments of Revolving Loans, the principal amount of all Retired Loans shall be deemed to be outstanding; and (3) no Unrestricted Subsidiary Loan Retirement shall increase, decrease or otherwise affect the Commitment Percentages Percentage or participation interest in any Letter of Credit or any Swingline Loan of the Unrestricted Subsidiary or any other Lender as they exist immediately prior to the applicable Unrestricted Subsidiary Loan Retirement (with respect to the Unrestricted Subsidiary and each other Lender, its “Retirement Date Commitment PercentagesPercentage”) and, from and after the date of any Unrestricted Subsidiary Loan Retirement, (i) the Commitment Percentages Percentage of the Unrestricted Subsidiary shall equal the Retirement Date Commitment Percentages Percentage of the Unrestricted Subsidiary on the date immediately prior to the applicable Unrestricted Subsidiary Loan Retirement and (ii) the applicable aggregate Commitment Percentages of the other Lenders shall equal the applicable aggregate Retirement Date Commitment Percentages of such other Lenders on the date immediately prior to the applicable Unrestricted Subsidiary Loan Retirement.

Appears in 1 contract

Samples: Credit Agreement (Sl Green Operating Partnership, L.P.)

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