Parent Guaranteed Obligations definition

Parent Guaranteed Obligations means the principal and interest on each Loan to TD International by the Lender under this Agreement, all Reimbursement Obligations with respect to each Letter of Credit issued for the account of TD International, together with all the other obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities (including, without limitation, indemnities, fees and interest thereon) of TD International to the Lender, now existing or hereafter incurred under, arising out of or in connection with this Agreement or any other Loan Document and the due performance and compliance by TD International with all the terms, conditions and agreements contained in the Loan Documents to which it is a party.

Parent Guaranteed Obligations shall have the meaning provided in Section 15.01.

Parent Guaranteed Obligations has the meaning given such term in Section 2.01 of this Agreement.

Examples of Parent Guaranteed Obligations in a sentence

• All payments made by Parent in its capacity as guarantor pursuant to this Article XI shall be made in the respective Permitted Currency in which the Parent Guaranteed Obligations are then due and payable.

• If any or all of the Parent Guaranteed Obligations to the Lender becomes due and payable hereunder, Parent unconditionally promises to pay such indebtedness to the Lender, on demand, together with any and all expenses which may be incurred by the Lender in collecting any of the Parent Guaranteed Obligations.

• In order to induce the Lender to enter into this Agreement and to extend credit under this Agreement, and in recognition of the direct benefits to be received by Parent from the proceeds of the Loans and the issuance of the Letters of Credit, Parent hereby unconditionally and irrevocably guarantees, as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, acceleration or otherwise, of any and all of the Parent Guaranteed Obligations to the Lender.

• Without limiting the generality of the foregoing, Parent hereby agrees with the Lender that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Parent Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Parent Guaranteed Obligations have been irrevocably paid in full in cash.

• Additionally, Parent unconditionally and irrevocably, guarantees the payment of any and all of the Parent Guaranteed Obligations to the Lender whether or not due or payable by TD International upon the occurrence of any event set forth in the definition of “Automatic Event of Default” with respect to such Person, and unconditionally promises to pay, upon such occurrence, such indebtedness to the Lender, or order, on demand.

More Definitions of Parent Guaranteed Obligations

Parent Guaranteed Obligations has the meaning set forth in Section 13.12(a) hereof.

Parent Guaranteed Obligations is defined in Section 27.1(b).

Parent Guaranteed Obligations means, collectively, (a) all costs or expenses (including reasonable fees or expenses of legal counsel) incurred by any Lender Party or any other Indemnified Party in enforcing any of its rights under Section 9.2; and (b) all losses, costs, expenses, or damages incurred or suffered by any of the Lender Parties or any of the other Indemnified Parties as a result of, or arising in connection with, any of the following (including all amounts which would have become due but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. 362(a) or otherwise):

Parent Guaranteed Obligations is defined in Section 10.1 hereof.

Parent Guaranteed Obligations means all reimbursement obligations and Unpaid Drawings with respect to Letters of Credit and all other obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code or other applicable similar laws, would become due), liabilities and indebtedness owing by each Account Party to the Guaranteed Creditors under this Agreement and each other Credit Document to which such Account Party is a party (including indemnities, fees and interest thereon (including, in each case, any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the respective documentation, whether or not such interest is allowed in any such proceeding)), whether now existing or hereafter incurred under, arising out of or in connection with this Agreement and any such other Credit Document and the due performance and compliance by each Account Party with all of the terms, conditions and agreements contained in all such Credit Documents applicable to such Account Party. 4849-0866-3397v921 #4849-0866-3397v1

Parent Guaranteed Obligations is defined in Section 24.1.

Parent Guaranteed Obligations to include, without limitation (x) all principal and interest due with respect to all ESI Revolving Loans and the Swingline Loans to Parent Borrower outstanding under the terms of the Credit Agreement, all interest and fees accruing on outstanding ESI LCs and unpaid ESI LC reimbursement obligations, and all payments due from, and all interest and fees payable by, any Subsidiaries in respect of Hedging Obligations and Treasury Management Obligations owing to any Lenders or their respective Affiliates, including without limitation, all interest and fees accruing or that would have accrued after the filing of a petition in bankruptcy or other insolvency proceeding (whether or not such claim for interest is allowed or allowable in such proceeding), (y) all commitment fees, Letter of Credit fees, and all other fees, expenses, and amounts otherwise payable by Parent Borrower or any Subsidiaries for reimbursement or indemnification under the terms of the Credit Agreement, any other Loan Document, and any other document evidencing or governing such Hedging Obligations and Treasury Management Obligations, and (z) all renewals, extensions, modifications, and refinancings (in whole or in part) of any of the amounts referred to above);