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 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 Lenders.Earn-Out Obligations: unsecured obligations incurred or owing by one or more Borrowers to seller(s) in a Permitted Acquisition to be satisfied by payment in cash and representing “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow, profits or other result of operations of any Person or business. EBITDA: determined on a consolidated basis for Borrowers and Subsidiaries, net income, calculated on a FIFO basis and before (i) interest expense, (ii) provision for income taxes, (iii) depreciation and amortization expense (including, without limitation, amortization of intangible assets and amortization of deferred financing fees and costs), (iv) gains or losses arising from the sale of capital assets, (v) non-cash gains and losses arising from the write-up or write-down, as applicable, of assets, and any other non-cash losses and non-cash charges (other than those representing a reserve for or actual cash item in any future period), but in each case excluding any charge that relates to the write-down or write-off of inventory, (vi) income tax refunds received in cash, (vii) non-cash share based compensation expense and other non-cash expenses (including non-cash expenses related to purchase accounting adjustments), and (viii) any extraordinary non-cash gains (in each case, to the extent included in determining net income).
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. If the then-current Benchmark is USD LIBOR, the occurrence of:
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. The Calculation Agent and the Borrower hereby make an Early Opt-in Election, in connection with which:
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. 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.
