Early Opt-in Election Sample Clauses
The Early Opt-in Election clause allows parties to proactively agree to adopt certain terms or protocols before they would otherwise become mandatory or standard. In practice, this clause enables the parties to implement new rules, procedures, or industry standards ahead of their official effective date, often by mutual written agreement. Its core function is to provide flexibility and adaptability, allowing parties to respond quickly to regulatory changes or market developments, and to ensure that their agreement remains current and effective.
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Early Opt-in Election the occurrence of: (1) (i) a determination by the Administrative Agent or (ii) a notification by the Required Lenders to the Administrative Agent (with a copy to the Borrower) that the Required Lenders have determined that U.S. dollar- denominated syndicated credit facilities being executed at such time, or that include language similar to that contained in this Section 2.14 titled “Effect of Benchmark Transition Event,” are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the LIBOR Rate, and (2) (i) the election by the Administrative Agent or (ii) the election by the Required Lenders to declare that an Early Opt-in Election has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrower and the Lenders or by the Required Lenders of written notice of such election to the Administrative Agent.
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. 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. 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. 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
(a) Any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. EEA Member Country...
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).
Early Opt-in Election. The Calculation Agent and the Borrower hereby make an Early Opt-in Election, in connection with which: (1) any obligation of the Calculation Agent to notify the Borrower and the Issuing Lender of such Early Opt-in Election, its related Benchmark Replacement Date and the implementation of the Benchmark Replacement shall be deemed satisfied; (2) the Issuing Lender confirms that it does not object to such Early Opt-in Election; (3) notwithstanding anything to the contrary in this Section 2.01(g), the Benchmark Replacement Date will be the Effective Date (as defined in the Eighth Amendment to Third Amended and Restated Reimbursement Agreement dated October 27, 2022); (4) the Benchmark Replacement will be as per clause (1) of the definition thereof; and
Early Opt-in Election the occurrence of (a) a determination by Agent, or a notification by Borrower Agent to Agent that Borrowers have made a determination, that U.S. Dollar -denominated syndicated credit facilities currently being executed, or that include language similar to that contained in Section 3.6.2, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; and (b) the joint election by Agent and Borrower Agent to replace LIBOR with a Benchmark Replacement and the provision by Agent of written notice of such election to ▇▇▇▇▇▇▇.
Early Opt-in Election. If the then-current Benchmark is USD LIBOR, the occurrence of: