SOFR Advances definition
SOFR Advances means an Advance that bears interest at a rate based on Daily Simple SOFR or Term SOFR, other than, in each case, pursuant to clause (c) of the definition of “Base Rate”.
SOFR Advances means, collectively or individually as the context requires, Daily SOFR Advances and/or Term SOFR Advances.
SOFR Advances means, collectively or individually as the context requires, Daily SOFR Advances and/or Term SOFR Advances. “Solvent” means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person, on a going-concern basis, is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person, on a going-concern basis, is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time (including, without limitation, after taking into account appropriate discount factors for the present value of future contingent liabilities), represents the amount that can reasonably be expected to become an actual or matured liability. “Specified Operating Lessees” means those certain Subsidiaries of TRS Holdco which, without a capital contribution, would not be Solvent; provided, however, the Borrower shall provide notice to the Administrative Agent identifying the name of such Specified Operating Lessee. “Subordinated Obligations” has the meaning specified in Section 7.07. “Subsidiary” of any Person means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which) 50% or more of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the Board of Directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such partnership, joint venture or limited liability company or (c) the beneficial interest in such trust or estate, in each case, is at the time directly or indirectly owned or controlled by such Person, by such Person and one or mo...
Examples of SOFR Advances in a sentence
Any such automatic Conversion to Base Rate Advances shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Advances.
If the Borrower requests a Borrowing of, Conversion to, or continuation of Term SOFR Advances in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.
All other computations of fees and interest, including those with respect to Daily SOFR Advances and Term SOFR Advances, shall be made on the basis of a three hundred sixty (360)-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a three hundred sixty-five (365)-day year).
During the existence of a ▇▇▇▇▇▇▇, no Advances may be requested as, Converted to or continued as Term SOFR Advances without the consent of the Required Lenders.
Term Loan Advances may be Base Rate Advances, Term SOFR Advances or Daily SOFR Advances, as further provided herein.
Each Borrowing of, Conversion to or continuation of Term SOFR Advances shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof.
Each such Notice of Borrowing must be received by the Administrative Agent not later than 12:00 noon (i) three (3) Business Days prior to the requested date of any Borrowing of, Conversion to or continuation of Term SOFR Advances or of any Conversion of Term SOFR Advances to Base Rate Advances or Daily SOFR Advances, and (ii) on the requested date of any Borrowing of Base Rate Advances or Daily SOFR Advances.
More Definitions of SOFR Advances
SOFR Advances means, collectively or individually as the context requires, Daily SOFR Advances and/or Term SOFR Advances. “Solvency Certificate” means a certificate of the chief financial officer of the Parent in substantially the form of Exhibit H hereto. “Solvent” means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person, on a going-concern basis, is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person, on a going-concern basis, is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time (including, without limitation, after taking into account appropriate discount factors for the present value of future contingent liabilities), represents the amount that can reasonably be expected to become an actual or matured liability. “Subordinated Obligations” has the meaning specified in Section 7.07.
SOFR Advances means all such Loans (or portions thereof) in the aggregate.
SOFR Advances means an Advance that bears interest at a rate based on Adjusted Daily Simple SOFR or Adjusted Term SOFR, other than, in each case, pursuant to clause (c) of the definition of “ABR Rate”. “SOFR Rate Day” has the meaning assigned to such term in the definition of “Daily Simple SOFR”. “Solvent” and “Solvency” mean, with respect to Open Text and its Subsidiaries on a particular date, (a) (i) the fair value of the assets (on a going concern basis) of Open Text and its Subsidiaries, on a consolidated basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise, (ii) the present fair saleable value of the property (on a going concern basis) of Open Text and its Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured in the ordinary course of business, (iii) Open Text and its Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured in the ordinary course of business and (iv) Open Text and its Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business contemplated as of such date for which they have unreasonably small capital and (b)
SOFR Advances shall include any Base Rate Advances the interest rate on which is determined by reference to the
SOFR Advances and (b) with respect to Base Rate Advances, the rate per annum set forth in the table below under the heading “Base Rate Advances”, in each case, opposite the debt rating from S&P and ▇▇▇▇▇’▇, respectively, in effect on such date for the senior unsecured long-term debt of HALCO, with the higher of the two ratings to be determinative in the case where the ratings from S&P and ▇▇▇▇▇’▇ would result in different Applicable Margins; provided that if the debt rating from one of the Rating Agencies is more than one level below the debt rating from the other Rating Agency, then the debt rating one level below the higher of the two shall be used in determining the Applicable Margin; provided further that (i) if only one Rating Agency has a rating in effect on such date for the senior unsecured long-term debt of HALCO, then only such rating shall be used in determining the Applicable Margin, and (ii) if neither Rating Agency has a rating in effect on such date for the senior unsecured long-term debt of HALCO, then the lowest level (i.e., highest Applicable Margin) shall be used in determining the Applicable Margin: S&P ▇▇▇▇▇’▇ SOFR Advances Base Rate Advances ≥ A+ ≥ A1 0.750% 0.000% ≥ A ≥ A2 0.875% 0.000% ≥ A- ≥ A3 1.000% 0.000% ≥ BBB+ ≥ Baa1 1.125% 0.125% < BBB < Baa2 1.250% 0.250%
SOFR Advances respectively.