Early Opt-in Election the occurrence of:
Early Opt-in Election. Pursuant to Section 5.8(c) of the Existing Credit Agreement, the Company and the Administrative Agent have made an Early Opt-in Election to replace the LIBOR Rate with Term SOFR solely with respect to Revolving Credit Loans and Swingline Loans. The Early Opt-in Effective Date shall be the Effective Date. On and after the Effective Date, all outstanding Revolving Credit Loans that are LIBOR Rate Loans denominated in Dollars shall continue as LIBOR Rate Loans under the Credit Agreement (and, notwithstanding anything in this Amendment including Annex A hereto to the contrary, subject to the terms and conditions and applicable interest rate terms (including breakage) with respect to LIBOR Rate Loans under the Existing Credit Agreement) solely for the remainder of the Interest Periods applicable thereto immediately prior to the effectiveness of this Amendment; it being understood that such LIBOR Rate Loans and Interest Periods are not being renewed or extended as a result of this Amendment and, upon the expiration or earlier termination of such Interest Periods, such LIBOR Rate Loans shall be (i) repaid or (ii) converted to Base Rate Loans or SOFR Loans (in each case, as defined in the Credit Agreement) as the Borrowers may elect (which election in the case of clause (ii) shall be made in accordance with the notice requirements set forth in Section 5.2 of the Credit Agreement as though the Borrowers were requesting a borrowing to be made on the effective date of such conversion). This Amendment shall constitute notice to the Revolving Credit Lenders of an Early Opt-In Election and each Revolving Credit Lender hereby waives any notice period in connection therewith.
Early Opt-in Election. If the then-current Benchmark is USD LIBOR, the occurrence of the joint election in writing by the Deal Agent and the Borrower to trigger a fallback from USD LIBOR.
Early Opt-in Election. If the then-current Benchmark is USD LIBOR, the occurrence of: (1) a notification by the Agent to (or the request by the Borrower to the Agent to notify) each of the other parties hereto that at least five (5) currently outstanding U.S. dollar- denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and (2) the joint election by the Agent and the Borrower to trigger a fallback from USD LIBOR and the provision by the Agent of written notice of such election to the Lenders. EBITDA. With respect to a Person for any period (without duplication): (a) net income (or loss) of such Person for such period determined on a consolidated basis in accordance with GAAP, exclusive of the following (but only to the extent included in the determination of such net income (loss)): (i) depreciation and amortization expense; (ii) interest expense; (iii) income tax expense; (iv) gains and losses on the sale of assets and other extraordinary or non-recurring gains and losses; (v) subordinated management fees; (vi) distributions to minority owners; and (viii) one-time non-recurring items; plus (b) such Person’s pro rata share of EBITDA determined in accordance with clause (a) above of its Unconsolidated Affiliates. EBITDA shall be adjusted to remove any impact from (A) straight line rent leveling adjustments (in excess of ten percent (10%) of rental income as reported on the GAAP operating statement) required under GAAP and (B) non-cash compensation expenses (to the extent such adjustments would otherwise have been included in the determination of EBITDA). For purposes of this definition, nonrecurring items shall be deemed to include, but not be limited to, (w) transaction costs incurred in connection
Early Opt-in Election. In accordance with clauses (i) and (ii) of the defined term Early Opt-in Election of the Credit Agreement, at the request of Holdings, the Administrative Agent has provided notice to the parties under the Credit Agreement, and the Administrative Agent and Holdings have jointly elected to declare that an USD Early Opt-in Election has occurred and have elected to replace, in accordance with clause (i)(A) of the definition of USD Benchmark Replacement, the USD LIBOR-based rate with a USD SOFR-based rate as set forth in the Amended Credit Agreement.
Early Opt-in Election. The parties hereto agree that this Amendment constitutes the notification by the Administrative Agent and the joint election by the Administrative Agent and the Borrower contemplated in the definition of “Early Opt-In Election” under the Amended Credit Agreement, and hereby waive any requirement to identify any outstanding dollar-denominated syndicated credit facilities in connection with the exercise of such Early Opt-In Election. In connection therewith, each of the undersigned Lenders consents to the amendments contemplated by Section 1 hereof and agrees that no further action (including negative consent) is required to effect the Benchmark Replacement under Section 5.2(c) of the Amended Credit Agreement. With respect to the foregoing election, the parties hereto hereby agree that the Benchmark Replacement as of the effective date of this Amendment shall be Term SOFR plus the applicable Benchmark Replacement Adjustment (as modified pursuant to this Amendment). 5.
Early Opt-in Election. The Administrative Agent and the Borrowers hereby provide notice pursuant to the terms of the Credit Agreement of the joint election by the Administrative Agent and the Borrowers to replace LIBOR with a Benchmark Replacement and, as such, the occurrence of the Early Opt-In Election under the terms of the Credit Agreement. In connection with this Early Opt-in Election, the Benchmark Replacement will be the first alternative set forth in clause (1) of the definition of Benchmark Replacement contained in the Credit Agreement and, in connection with the Administrative Agent's right to make Benchmark Replacement Conforming Changes, the Credit Agreement shall be deemed amended to include the provisions set forth in Exhibit C hereto. Pursuant to and in accordance with the terms of the Credit Agreement, the Early Opt-in Effective Date with respect to this Early Opt-In Election shall be the sixth (6th) Business Day after the date hereof, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date hereof, written notice of objection to such Early Opt-in Election from Lenders comprising Required Lenders.
Early Opt-in Election. If the then-current Benchmark is USD LIBOR, the occurrence of:
Early Opt-in Election. Agent notified Borrower on June 1, 2023 that pursuant to Section 3.8 hereof, Agent and the Credit Parties have jointly elected to trigger a fallback from USD LIBOR to Term SOFR. Pursuant thereto, effective May 31, 2023 (the “Replacement Date”), Term SOFR replaced LIBOR for all purposes under this Agreement and the Other Documents in respect of such Benchmark setting without any amendment to, or further action or consent of any other party to, the Loan Agreement or any Other Document. On the Replacement Date, the Benchmark Replacement shall mean the sum of (x) Term SOFR and (y) 0.15% (15 basis points) for an Available Tenor of three-months’ duration. In connection with the implementation and administration of Term SOFR, Agent reserves the right to make Benchmark Replacement Conforming Changes from time to time in accordance with this Agreement.
Early Opt-in Election. The Calculation Agent and the Borrower hereby make an Early Opt-in Election, in connection with which:
