“Daily Compounded SOFR” means, for any day, SOFR, with interest accruing on a compounded daily basis, with the methodology and conventions for this rate (which may include compounding in arrears with a lookback or observation shift) being established by the Registered Owner in accordance with a methodology and the conventions for this rate recommended (x) by the Relevant Governmental Body for determining “Daily Compounded SOFR” for business loans or (y) by reference to the ISDA Definitions for derivatives comparable to any applicable Swap Agreement; provided, that if the Registered Owner decides that any such convention is not administratively feasible for the Registered Owner, then the Registered Owner may establish another convention in its reasonable discretion.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Registered Owner in accordance with the conventions for this rate recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for business loans; provided, that if the Registered Owner decides that any such convention is not administratively feasible for the Registered Owner, then the Registered Owner may establish another convention in its reasonable discretion.

“Default” or “Event of Default” means any event or condition that with the passage of time or giving of notice, or both, would constitute a Default or Event of Default under Section 6(a) hereof.

“Default Rate” has the meaning provided in Section 7 hereof.

“Early Opt-in Election” means the occurrence of:

  • a determination by the Registered Owner that at least five currently outstanding U.S. dollar-denominated syndicated or bilateral 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) or an Alternative Benchmark Rate as a benchmark rate (and such credit facilities are identified in such notice and are publicly available for review),
  • the election by the Registered Owner to trigger a fallback from the then-current Benchmark and the provision by the Registered Owner of notice of such election to the Governmental Agency in a Benchmark Transition Notice,
  • the election by the Registered Owner to replace the then-current Benchmark, if such Benchmark is Daily Simple SOFR or Daily Compounded SOFR, with Term SOFR and the provision by the Registered Owner of notice of such election to the Governmental Agency in a Benchmark Transition Notice.

“ERISA” means the Employee Retirement Income Security Act of 1974, and any regulations promulgated thereunder from time to time, as amended or as may be replaced by successor statute.

“ERISA Affiliate” has the meaning provided in Section 8(i) hereof.