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 has the meaning ascribed to it in Section 7.8(a);

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

Examples of Parent Guaranteed Obligations in a sentence

• 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.

• It is not necessary for the Lender to inquire into the capacity or powers of TD International or the officers, directors, partners or agents acting or purporting to act on its or their behalf, and any Parent Guaranteed Obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.

• 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.

• 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.

• 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.

More Definitions of Parent Guaranteed Obligations

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

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. “Excess Other Proceeds” 1401 411 “Permanent Regulation S Global Notes” 201 415 “Permitted Payment” “Excess Proceeds” 409 “Declined Excess Proceeds” 411 “Physical Notes” “Covenant Defeasance” 201 411 “Predecessor Holdings” “Expiration Date” 1410 108 “Private Placement Legend” 203 1203 “Refinancing Agreement” “Financial Incurrence Tests” 410 “Declined Other Excess Proceeds” 121 67 1010271152v11010271152_5.doc 201 “Subsidiary Guaranteed Obligations” 1301 Defined in Section “Successor Company” “Reporting Date” 501 “Regulation S Global Notes” 405 “Successor Holding Company” 1410 201 “Suspended Covenants” “Restricted Payment” 416 409 “Suspension Date” 416 “Suspension Period” “Reversion Time” 416 “Regulation S Note Exchange Date” 416 “Temporary Regulation S Global Notes” “Refunding Capital Stock” 201 313 “Total Leverage Ratio Tested Committed Amount” “Rule 144A Global Notes” 407 Term 201 “Treasury Capital Stock” 409 409 “Trustee” “Rule 144A Physical Notes” 1205 “Regulation S Physical Notes” Section 103. Rules of Construction. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: (1) the terms defined in this Indenture have the meanings assigned to them in this Indenture; (2) “or” is not exclusive; (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP; (4) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; (5) all references to “$” or “dollars” shall refer to the lawful currency of the United States of America; (6) the words “include,” “included” and “including,” as used herein, shall be deemed in each case to be followed by the phrase “without limitation,” if not expressly followed by such phrase or the phrase “but not limited to”; (7) words in the singular include the plural, and words in the plural include the singular; 201

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.

Parent Guaranteed Obligations shall have the meaning specified in Section 0X.00.

Parent Guaranteed Obligations is defined in Section 10.1 hereof.