SOFR Replacement Date definition

SOFR Replacement Date means the earliest to occur of the following events with respect to the then-current SOFR Benchmark (including the daily published component used in the calculation thereof):

SOFR Replacement Date as defined in Section 3.6.1(b). Term SOFR Screen Rate: the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Agent from time to time). Threshold Amount: $25,000,000. Total Revolver Exposure: as of any date of determination the sum of the Canadian Revolver Exposure and the U.S. Revolver Exposure on such date of determination. Trademark Security Agreement: each agreement pursuant to which a U.S. Facility Loan Party grants to the Agent a Lien on such U.S. Facility Loan Party’s interests in trademarks, trademark applications, service marks, service mark applications and other related property and rights as security for any of the U.S. Facility Obligations. Transactions: collectively, (a) the entering into by the Loan Parties of the Loan Documents to which they are or are intended to be a party, and the borrowings (if any) hereunder on the Closing Date and application of the proceeds as contemplated hereby, and (b) the payment of the fees and expenses incurred in connection with the consummation of the foregoing. Transferee: any actual or potential Eligible Assignee, Participant or other Person acquiring an interest in any Obligations. Type: any type of a Loan (i.e., U.S. Base Rate Loan, LIBORTerm SOFR Loan, Canadian BA Rate Loan, Canadian Base Rate Loan, or Canadian Prime Rate Loan) and which shall be either an Interest Period Loan or a Floating Rate Loan. UCC: the Uniform Commercial Code as in effect in the State of New York or, when the laws of any other jurisdiction govern the creation, perfection, priority or enforcement of any Lien, the Uniform Commercial Code of such jurisdiction. UK Financial Institution: any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential 51

SOFR Replacement Date has the meaning specified in subsection 3.05(b). “ Term

Examples of SOFR Replacement Date in a sentence

• For the avoidance of doubt, if the event that gives rise to the SOFR Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the SOFR Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

• For the avoidance of doubt, if the event giving rise to the SOFR Replacement Date occurs on the same day as, but earlier than, the SOFR Determination Time in respect of any determination, the SOFR Replacement Date will be deemed to have occurred prior to the SOFR Determination Time for such determination.

• For the avoidance of doubt, if the event giving rise to the SOFR Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the SOFR Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

• Following the designation of a SOFR Replacement, the Calculation Agent may subsequently determine that a SOFR Transition Event and a related SOFR Replacement Date have occurred in respect of such SOFR Replacement, provided that the SOFR Benchmark has already been substituted by the SOFR Replacement and any SOFR Replacement Conforming Changes in connection with such substitution have been applied.

• SOFR Replacement ProvisionsIf the Calculation Agent, failing which the Issuer, determines at any time prior to the SOFR Determination Time on any U.S. Government Securities Business Day that a SOFR Transition Event and the related SOFR Replacement Date have occurred, the Calculation Agent will appoint an agent (the " Replacement Rate Determination Agent") which will determine the SOFR Replacement.

• If the Term SOFR Successor Rate is Daily Simple SOFR plus the SOFR Adjustment, all interest payments will be payable on a monthly basis, as set forth in the definition of “Interest Payment Date”.For the avoidance of doubt, if the event giving rise to the Term SOFR Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Term SOFR Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

• In our judgment the Minister was entitled to consider the whole range of responses made to him, (together with all relevant information), and to form his own conclusion independently of the views of any particular section of consultees or indeed the views of his own advisers.

More Definitions of SOFR Replacement Date

SOFR Replacement Date means the earliest to occur of any of the events described in Section 4.04(b)(i)‑(iv).

SOFR Replacement Date as defined in Section 3.6.2. Term SOFR Screen Rate: the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to Agent) and published on the applicable Reuters screen page (or such

SOFR Replacement Date has the meaning specified in Section 3.03(b). “Specified Arrangers” means BofA Securities, Inc. and Xxxxx Fargo Securities, LLC, each in its capacity as a joint lead arranger. “Specified Default” means an Event of Default arising under Section 8.01(a) or 8.01(f). 27

SOFR Replacement Date means the Benchmark Replacement Date with respect to the then-current Benchmark;