become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature. For purposes of this definition, (i) debt means liability on a claim, (ii) claim means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured and (iii) present fair saleable value and liabilities of such Person, contingent or otherwise shall, in each case, be determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors.
SOFR: with respect to any day, the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator) on the Federal Reserve Bank of New Yorks website (or any successor source) and, in each case, that has been selected or recommended by the Relevant Governmental Body.
SOFR-Based Rate: SOFR or Term SOFR.
Specified Representations shall mean the representations and warranties of the Loan Parties set forth in subsections 5.3, 5.5 (solely with respect to the certificate of incorporation and by-laws or other organizational or governing documents of such Person), 5.7, 5.8, 5.18 (solely with respect to creation of a security interest and, with respect to perfection of a security interest), 5.19, 5.21 and 5.22.
Station: a broadcast radio station operated pursuant to an FCC License.
Subordinated Indebtedness: any Indebtedness of New Holdings or its Restricted Subsidiaries which is subordinated in right of payment to the Obligations.
Subsidiary: as to any Person, a corporation, partnership or other entity of which shares of Capital Stock or other equity interests having ordinary voting power (other than Capital Stock or other equity interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, directly or indirectly, or the management of which is otherwise controlled, directly or indirectly, or both, by such Person. Unless otherwise qualified, all references to a Subsidiary or to Subsidiaries in this Agreement shall refer to a Subsidiary or Subsidiaries of New Holdings.
Subsidiary Guarantor: any Restricted Subsidiary which is designated as a Subsidiary Guarantor pursuant to subsection 7.10(a) and enters into the Guarantee and Collateral Agreement pursuant to subsection 7.10(a) (it being understood and agreed that no Foreign Subsidiary, FSHCO, Non-Significant Subsidiary, Broadcast License Subsidiary or Receivables Subsidiary of New Holdings shall, in any case, be designated as a Subsidiary Guarantor or enter into the Guarantee and Collateral Agreement pursuant to subsection 7.10(a)).
Swap Agreement: any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of New Holdings or any of its Restricted Subsidiaries shall be a Swap Agreement.