Term SOFR Scheduled Unavailability Date has the meaning specified in Section 3.03(b).
Term SOFR Scheduled Unavailability Date has the meaning specified in Section 11.9(e)(ii).
Term SOFR Scheduled Unavailability Date has the meaning assigned to such term in Section 2.17(b).
More Definitions of Term SOFR Scheduled Unavailability Date
Term SOFR Scheduled Unavailability Date has the meaning specified in Section 3.02(b). “Term SOFR Screen Rate” means the forward-looking SOFR term rate for any period that is approximately (as reasonably determined byadministered by CME (or any successor administrator satisfactory to the Administrative Agent) as long as any of the Interest Period options set forth in the definition of “Interest Period” and that is based on SOFR and that has been selected or recommended by the Relevant Governmental Body, in each case as published on an information service as selectedand published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time in its reasonable discretion). “Test Period” means, at any date of determination, the most recently completed four consecutive fiscal quarters of the Parent Borrower ending on or prior to such date for which financial statements have been or are required to be delivered pursuant to Section 4.01, Section 6.01(a) or 6.01(b). “Threshold Amount” means $50,000,000. “Title Company” means any title insurance company as shall be retained by the Parent Borrower to issue the Mortgage Policies and reasonably acceptable to the Administrative Agent. “Total Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt as of the last day of such Test Period to (b) Consolidated EBITDA of the Parent Borrower and its Restricted Subsidiaries for such Test Period. “Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations. “Transactions” means, collectively, (a) the funding, of the Initial Revolving Borrowing hereunder, (b) the as applicable, (a) the Merger and other related transactions contemplated by the Merger Agreement, (b) the funding of the Initial Term Borrowing (as defined in the Term Loan Credit Agreement) under the Term Loan Credit Agreement, (c) the execution and delivery of the Loan Documents and (cas defined in the Term Loan Credit Agreement), (d) the payment of Transaction Expenses, (e) the issuance of the 2022 Indenture Notes and (f) the execution and delivery of the Second Amendment. 80 #95488248v20
Term SOFR Scheduled Unavailability Date has the meaning specified in Section 3.03(b). “Term SOFR Screen Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Administrative Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time). “Term SOFR Successor Rate” has the meaning specified in Section 3.03(b). “Termination Date” means the date on which (a) the Aggregate Commitments have expired or terminated, and (b) all Loans and Obligations (other than contingent indemnification obligations for which no claim or demand has been made) have been paid in full.
Term SOFR Scheduled Unavailability Date has the meaning specified in Section 3.03(b). “Term SOFR Screen Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Administrative Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time). “Term SOFR Successor Rate” has the meaning specified in Section 3.03(b). “Threshold Amount” means $75,000,000. “Total Credit Exposure” means, as to any Lender at any time, the unused Commitments of such Lender at such time and the Revolving Credit Exposure of such Lender at such time. “Total Revolving Outstandings” means the aggregate Outstanding Amount of all Revolving Loans and all Swing Line Loans. “Type” means, with respect to any Loan, its character as a Base Rate Loan, a Daily Floating Term SOFR Loan, a Term SOFR Loan, an Alternative Currency Daily Rate Loan, or an Alternative Currency Term Rate Loan. “UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. “UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution. “United States” and “U.S.” mean the United States of America. “U.S. Government Securities Business Day” means any Business Day, except any Business Day on which any of the Securities Industry and Financial Markets Association, the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business because such day is a legal holiday under the federal laws of the United States or the laws of the State of New York, as applicable. “U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code. “U.S. Special Resolution Regimes” has the meaning set forth in Section 11.20. “U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(3). “Voting Stock” means, with respect to any Person, Equity Interests issued by such...
Term SOFR Scheduled Unavailability Date has the meaning specified in Section 3.03(b). “Term SOFR Screen Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Administrative Agent) and published on the applicable 42 13608890v113608890v4
Term SOFR Scheduled Unavailability Date has the meaning specified in Section 3.02(b). “Term SOFR Screen Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Administrative Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time). “Term SOFR Successor Rate” has the meaning specified in Section 3.02(b). “Test Period” means, at any date of determination, the most recently completed four consecutive fiscal quarters of Parent Borrower ending on or prior to such date for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or 6.01(b). “Third Amendment” shall mean that certain Third Amendment to Credit Agreement, dated as of the Third Amendment Effective Date, by and among the Parent Borrower, the other Loan Parties party thereto, the Lenders party thereto and the Administrative Agent. “Third Amendment Effective Date” shall mean July 11, 2024. “Third Amendment Extended Revolving Commitments” has the meaning provided in the Third Amendment. As of the Third Amendment Effective Date, the aggregate amount of Third Amendment Extended Revolving Commitments is $350,000,000. 73 #98388029v19
Term SOFR Scheduled Unavailability Date has the meaning specified in Section 3.03(b). “Term SOFR Screen Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Administrative Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time). “Threshold Amount” means $400,000,000. “Total Credit Exposure” means, as to any Lender, at any time, the unused Commitments and Revolving Credit Exposure of such Lender at such time. “Total Outstandings” means the aggregate Outstanding Amount of all Committed Loans, all Swing Line Loans and all L/C Obligations. “Transactions” means, collectively, any and all of the following (whether or not consummated): (i) the entry into this Agreement, and the initial incurrence of Indebtedness hereunder, (ii) the Refinancing and (iii) all other transactions relating to any of the foregoing (including payment of fees and expenses related to any of the foregoing). “XX Xxxxx” means, collectively, (a) the notes issued pursuant to the Indenture dated as of January 15, 1993, by and among Historic TW Inc. (“Historic TW”) (in its capacity as successor to Time Warner Companies, Inc. (“TWCI”)), Warner Media, LLC (in its capacity as successor to Time Warner Inc.), Historic AOL LLC (formerly known as AOL LLC) (“AOL”), Xxxxxx Broadcasting System, Inc. (“TBS”),
Term SOFR Scheduled Unavailability Date has the meaning specified in Section 3.03(c)(ii). “Term SOFR Screen Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Administrative Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time). “Term SOFR Successor Rate” has the meaning specified in Section 3.03(c). “Total Revolving Outstandings” means the aggregate Outstanding Amount of all Revolving Loans, all Swing Line Loans and all L/C Obligations. “Transactions” means the execution, delivery and performance by the Borrowers of this Agreement, the borrowing of Loans and the use of the proceeds thereof. “Treaty” has the meaning assigned to that term in the definition of “UK Treaty State”. “Type” means, with respect to a Loan, its character as a Base Rate Loan, a Term SOFR Loan, an Alternative Currency Daily Rate Loan or an Alternative Currency Term Rate Loan. “UCC” means the Uniform Commercial Code as in effect from time to time in the state of New York; provided that, if by reason of any mandatory provisions of law, the perfection, the effect of perfection or non-perfection or priority of the security interest granted to the Administrative Agent pursuant to any Collateral Document in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the state of New York, then the term “UCC” shall mean the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority. “UCP” means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, ICC Publication No. 600 (or such later version thereof as may be in effect at the time of issuance). “USA PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107 56, signed into law October 26, 2001 (as amended). “UK Borrower” has the meaning specified in the introductory paragraph hereto. “UK Corporation Tax Act” means the Corporation Tax Act 2009 of the United Kingdom. “UK Direction” has the meaning assigned to that term in clause (e)(iii) of the definition of “Excluded Taxes”. “UK DTTP Filing” means an HMRC Form DTTP2 duly completed and filed by the rele...