Foreign Subsidiary Secured Obligations means all unpaid principal of, accrued and unpaid interest and fees and reimbursement obligations, and all expenses, reimbursements, indemnities and other obligations under or with respect to, any loans, letters of credit, acceptances, guarantees, overdraft facilities, other credit extensions or accommodations or similar obligations owing by any Foreign Subsidiary to Bank of America or any office, branch or Affiliate of Bank of America (each, a “Foreign Obligation Provider”).
Foreign Subsidiary Secured Obligations means all unpaid principal of, accrued and unpaid interest and fees and reimbursement obligations, and all expenses, reimbursements, indemnities and other obligations under or with respect to, any loans, letters of credit, acceptances, guarantees, overdraft facilities, other credit extensions or accommodations or similar obligations owing by any Foreign Subsidiary to any Lender or any office, branch or Affiliate of such Lender and designated in writing by the Borrowers to the Administrative Agent as a “Foreign Subsidiary Secured Obligation” (each, a “Foreign Obligation Provider”); provided that for any of the foregoing to be included as a Secured Obligation on any date of determination by the Administrative Agent, the applicable Lender (other than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered a Secured Party Designation Notice to the Administrative Agent prior to such date of determination.
Foreign Subsidiary Secured Obligations means all unpaid principal of, accrued and unpaid interest and fees and reimbursement obligations, and all expenses, reimbursements, indemnities and other obligations under or with respect to, any loans, letters of credit, acceptances, guarantees, overdraft facilities, other credit extensions or accommodations or similar obligations owing by any Foreign Subsidiary pursuant to the Loan Documents to any Lender or any office, branch or Affiliate of any Lender (each a “Foreign Obligation Provider”) and including interest and fees that accrue after the commencement by or against any Foreign Subsidiary of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.
Examples of Foreign Subsidiary Secured Obligations in a sentence
This Guaranty is a continuing and irrevocable guaranty of the Domestic Guarantors with respect to all Secured Obligations and other Domestic Guaranteed Obligations and of the Foreign Guarantors with respect to all Foreign Subsidiary Secured Obligations and other Foreign Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until the Facility Termination Date.
The Lender’s books and records showing the amount of the Obligations, the U.S. Obligations, the Foreign Obligations, the Domestic Guaranteed Obligations, the Foreign Guaranteed Obligations, the Secured Obligations and the Foreign Subsidiary Secured Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount thereof.
The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Foreign Subsidiary Secured Obligations have been indefeasibly paid and performed in full.
The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Secured Obligations and the Foreign Subsidiary Secured Obligations and the obligations of any other guarantor, and a separate action may be brought against each Guarantor to enforce this Guaranty whether or not either Borrower or any other Person is joined as a party.
The rights and remedies provided in this Guaranty, the Credit Agreement, any Secured Cash Management Agreement, any Secured Hedge Agreement, any agreement governing Foreign Subsidiary Secured Obligations and the other Loan Documents shall be cumulative and not exclusive of any rights or remedies provided by law.
More Definitions of Foreign Subsidiary Secured Obligations
Foreign Subsidiary Secured Obligations means all unpaid principal of, accrued and unpaid interest and fees and reimbursement obligations, and all expenses, reimbursements, indemnities and other obligations under or with respect to, any loans, letters of credit, acceptances, guarantees, overdraft facilities, other credit extensions or accommodations or similar obligations and any other Additional Secured Obligations owing by any Foreign Subsidiary to any Lender or any office, branch or Affiliate of any Lender (each a “Foreign Obligation Provider”).
Foreign Subsidiary Secured Obligations means all unpaid principal of, accrued and unpaid interest and fees and reimbursement obligations, and all expenses, reimbursements, indemnities and other obligations under or with respect to, any loans, letters of credit, acceptances, guarantees, overdraft facilities, other credit extensions or accommodations or similar obligations owing by any Foreign Subsidiary to Bank of America or any other Lender or any office, branch or Affiliate of Bank of America or such other Lender (each a “Foreign Obligation Provider”) excluding, however, any of the foregoing owed to a Lender or any Affiliate of a Lender after an assignment of the same to such Lender or Affiliate of such Lender by another Person who is not a Lender or an Affiliate of a Lender and without the consent of the Borrower, which consent shall not be unreasonably conditioned or delayed.
Foreign Subsidiary Secured Obligations means all unpaid principal of, accrued and unpaid interest and fees and reimbursement obligations, and all expenses, reimbursements, indemnities and other obligations under or with respect to, any loans, letters of credit, acceptances, guarantees, overdraft facilities, other credit extensions or accommodations or similar obligations owing by any Foreign Subsidiary (other than Obligations under this Agreement) to any Lender or any office, branch or Affiliate of any Lender and designated as such in a written agreement between a Foreign Subsidiary and such Lender and its Affiliate, in each case whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor); provided that (i) such Lender shall have provided the Administrative Agent with written notice thereof on or prior to the date any of the foregoing is incurred, together with such supporting documentation as the Administrative Agent may have reasonably requested from the applicable Lender or its Affiliates with respect thereto, and (ii) the aggregate outstanding principal amount (which shall include, for purposes of this definition, the undrawn committed or available amounts under the applicable facility) of all Foreign Subsidiary Secured Obligations shall not exceed $250,000,000 minus the aggregate outstanding principal amount (which shall include, for purposes of this definition, the undrawn committed or available amounts under the applicable facility) of all Indebtedness outstanding under Section 6.01(r). In connection with incurring any Foreign Subsidiary Secured Obligations, each Lender may rely on a representation of the Company that the amount of the Foreign Subsidiary Secured Obligations does not exceed the amount of Foreign Subsidiary Secured Obligations permitted hereunder unless it has received written notice to the contrary from the Company or any of its Subsidiaries or from the Administrative Agent or any of the Lenders at least one Business Day prior to the incurrence of any Foreign Subsidiary Secured Obligations.
Foreign Subsidiary Secured Obligations means all unpaid principal of, accrued and unpaid interest and fees and reimbursement obligations, and all expenses, reimbursements, indemnities and other obligations under or with respect to, all advances to, and debts, liabilities, obligations, covenants and duties of the Danish Borrower or any other Foreign Subsidiary arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit owing by the Danish Borrower or any other Foreign Subsidiary to Bank of America or any office, branch or Affiliate of Bank of America (each a “Foreign Obligation Provider”) and all costs and expenses incurred in connection with the enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case, 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, expenses and fees that accrue after the commencement by or against the Danish Borrower or any Foreign Subsidiary or any Affiliate thereto pursuant to any proceeding under any Debt Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, expenses and fees are allowed claims in such proceeding, including without limitation, (a) the Danish Term Loan and other Foreign Obligations, (b) all obligations of the Danish Borrower or any other Foreign Subsidiary arising under Secured Cash Management Agreements and Secured Hedge Agreements, and (c) all costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case 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, expenses and fees that accrue after the commencement by or against the Danish Borrower or any other Foreign Subsidiary pursuant to any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, expenses and fees are allowed claims in such proceeding; provided that Foreign Subsidiary Secured Obligations shall exclude (i) any Excluded Swap Obligations with respect to the Danish Borrower or any other Foreign Subsidiary and (ii) any U.S. Obligations and any other obligations owing by the Company or any Domestic Subsidiary under the Loan Documents, any Secured Cash ...
Foreign Subsidiary Secured Obligations means, to the extent not prohibited by this Agreement, all unpaid principal of, accrued and unpaid interest and fees and reimbursement obligations, and all expenses, reimbursements, indemnities and other obligations under or with respect to, any loans, letters of credit, acceptances, guarantees, overdraft facilities, other credit extensions or accommodations or similar obligations owing by any Foreign Subsidiary to any Lender or any of its Affiliates, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor). All Foreign Subsidiary Secured Obligations shall be designated as such in a certificate of a Financial Officer of the Company delivered to the Administrative Agent to be included as a Foreign Subsidiary Secured Obligation.
Foreign Subsidiary Secured Obligations. “Foreign Obligations” means all of the Obligations of each Foreign Loan Party, including without limitation the Foreign Subsidiary Secured Obligations. “Foreign Pension Plan” means a registered pension plan which is subject to applicable pension legislation other than ERISA or the Code, which the Company or any Subsidiary sponsors or maintains, or to which it makes or is obligated to make contributions. “Foreign Plan” means each Foreign Pension Plan, deferred compensation or other retirement or superannuation plan, fund, program, agreement, commitment or arrangement whether oral or written, funded or unfunded, sponsored, established, maintained or contributed to, or required to be contributed to, or with respect to which any liability is borne, outside the United States of America, by the Company or any of its Subsidiaries, other than any such plan, fund, program, agreement or arrangement sponsored by a Governmental Authority. “Foreign Prepayment Event” has the meaning specified in Section 2.05(b)(vi). “Foreign Subsidiary” means any Subsidiary that is organized under the laws of a jurisdiction other than the United States, a State thereof or the District of Columbia. “Foreign Subsidiary Guarantors” means each Person that is from time to time a party (but only for so long as they are a party) to a Foreign Subsidiary Guaranty. For the avoidance of doubt, Foreign Subsidiary Guarantors shall not guarantee any Obligations of the Company or any Domestic Subsidiary. Each Foreign Subsidiary Guarantor as of the Closing Date is set forth on Schedule 1.01D. “Foreign Subsidiary Guaranty” means a guarantee of the Foreign Obligations made by a Foreign Subsidiary in favor of the Administrative Agent and the other parties benefitting thereunder, substantially in the form of Exhibit H, or otherwise reasonably acceptable to the Administrative Agent. Any such guarantee may be a Reduced Guaranty, and any such guarantee made by WES or any of its direct or indirect Subsidiaries may, at the election of the Company, be a Limited Guaranty. - 26-
Foreign Subsidiary Secured Obligations means all unpaid principal of, accrued and unpaid interest and fees and reimbursement obligations, and all expenses, reimbursements, indemnities and other obligations under or with respect to, any loans, letters of credit, acceptances, guarantees, overdraft facilities, other credit extensions or accommodations or similar obligations owing by any Foreign Subsidiary pursuant to the Loan Documents to any Lender or any office, branch or Affiliate of any Lender (each a “Foreign Obligation Provider”) and including interest and fees that accrue after the commencement by or against any Foreign Subsidiary of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. “FRB” means the Board of Governors of the Federal Reserve System of the United States. “Fronting Exposure” means, at any time there is a Defaulting Lender that is a Revolving Credit Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof. “Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities. “GAAP” means generally accepted accounting principles in the United States set forth in the Accounting Standards Codification issued by Financial Accounting Standards Board, consistently applied and as in effect from time to time and subject to Section 1.03, as applicable. “Governmental Authority” means the government of the United States or any other nation, or of 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-natio...