SEC Reports means (i) the Annual Report on form 10-K of the Borrower for the Fiscal Year ended December 31, 2019, and (ii) the Quarterly Reports on Form 10-Q of the Borrower for the Fiscal Quarters ended March 31, 2020 and June 30, 2020.
Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
Securitization Equity means, as of any date of determination, with respect to a Subsidiary of the Borrower formed for the purpose of entering into a State Approved Securitization or the TNMP Securitization, all of the equity of such Subsidiary, as determined in accordance with GAAP.
Single Employer Plan means any employee pension benefit plan (within the meaning of Section 3(2) of ERISA) which is covered by Title IV of ERISA, but which is not a Multiemployer Plan and which the Borrower, any Subsidiary or any ERISA Affiliate has maintained, funded or administered for employees at any time within the preceding seven (7) years.
SOFR means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrators Website on the immediately succeeding Business Day.
SOFR Administrator means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).
SOFR Administrators Website means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.
Solvent means, with respect to any Person as of a particular date, that on such date (a) such Person is able to pay its debts and other liabilities, Contingent Obligations and other commitments as they mature in the normal course of business, (b) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Persons ability to pay as such debts and liabilities mature in their ordinary course, (c) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Persons assets would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged or is to engage, (d) the fair value of the assets of such Person is greater than the total amount of liabilities, including, without limitation, Contingent Obligations, of such Person and (e) the present fair saleable value of the assets of such Person 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.
Specified Agreements mean each of (a) that certain $300,000,000 Sixth Amendment to and Restatement of Credit Agreement, dated as of July 30, 2018, by and among the Borrower, the lenders from time to time parties thereto, and Wells Fargo Bank, N.A., as administrative agent, as amended by that certain Seventh Amendment dated as of December 19, 2018 and as otherwise amended or modified as of the date hereof, (b) that certain $50,000,000 Term Loan Agreement, dated as of December 21, 2018, by and among the Borrower, and Bank of America, N.A., as lender, as amended or otherwise modified as of the date hereof, (c) that certain $150,000,000 Term Loan Agreement, dated as of December 14, 2018, by and among the Borrower, the lenders from time to time parties thereto, and the Administrative Agent, as amended or otherwise modified as of the date hereof, (d) that certain Standby Letter of Credit Agreement (Standard Version), dated August 21, 2020, by and between the Borrower and Wells Fargo Bank, National Association, (e) that certain 364-Day Credit Agreement, dated as of February 26, 2018, by and among PNMR Development, as borrower, and Wells Fargo Bank, National Association, as lender, as amended by