SOFR Benchmark Replacement definition

SOFR Benchmark Replacement means, with respect to the then-current SOFR Benchmark, the first alternative set forth in the order presented below that can be determined by the Issuer or the SOFR Benchmark Replacement Agent, if any, as of the SOFR Benchmark Replacement Date with respect to the then-current SOFR Benchmark:

SOFR Benchmark Replacement means the first alternative set forth in the order below that can be determined by the Company, following consultation with its Independent Adviser:

SOFR Benchmark Replacement means the first alternative set forth in the order below that can be determined by the Independent Adviser:

Examples of SOFR Benchmark Replacement in a sentence

• Furthermore, the composition and characteristics of the Successor Rate, Alternative Rate, Benchmark Replacement or SOFR Benchmark Replacement (as applicable) may not be the same as those of the Original Reference Rate.

• If a SOFR Benchmark Event and its related SOFR Benchmark Replacement Date (each as defined on the reverse of this Security) occurs when any interest rate on the Security (or any component part thereof) remains to be determined by reference to the SOFR Benchmark (as defined on the reverse of this Security), then the provisions of Section 2.02(d) of the Fourth Supplemental Indenture shall apply.

• The Trustee shall be entitled to rely on this deemed consent in connection with any supplemental indenture or amendment which may be necessary to give effect to the SOFR Benchmark Replacement or any application of this Section 2.02(d).

• No consent of the Holders of the Securities shall be required in connection with effecting the relevant SOFR Benchmark Replacement as described in this section or such other relevant adjustments pursuant to this section, including for the execution of, or amendment to, any documents or the taking of other steps by the Company (or its designee) or any of the parties to the Indenture or Calculation Agent Agreement (if required).

• Moreover, certain determinations, decisions and elections with respect to the SOFR Benchmark Replacement and any SOFR Benchmark Replacement Conforming Changes, or the occurrence or non-occurrence of a SOFR Benchmark Transition Event, may require the exercise of discretion and the making of subjective judgments by the Issuer or its designee (after consulting with the Issuer).

More Definitions of SOFR Benchmark Replacement

SOFR Benchmark Replacement means the first alternative set forth in the order below that can be determined by the Issuer or its designee as of the Benchmark Replacement Date:

SOFR Benchmark Replacement means the first alternative set forth in the order below that can be determined by the Issuer, following consultation with its Independent Adviser:

SOFR Benchmark Replacement means, for any SOFR Available Tenor, the first alternative set forth in the order below that can be determined by the Revolving Facility Administrative Agent or Blackstone Representative, as applicable (after consultation with the Borrower) for the applicable SOFR Benchmark Replacement Date:

SOFR Benchmark Replacement means, with respect to the then-current SOFR Benchmark, the first alternative set forth in the order presented below

SOFR Benchmark Replacement means one or more of the alternatives, as set forth in order of priority, if any, in the applicable supplement (or if no such order is set forth in such supplement, in the order of priority listed below) that can be determined by the SOFR Replacement Rate Determination Agent at the SOFR Replacement Rate Determination Agent’s discretion as of the SOFR Benchmark Replacement Date if the Issuer determines that a SOFR Benchmark Transition Event and its related SOFR Benchmark Replacement Date have occurred on or prior to the Reference Time in respect of any determination of the Reference Rate on any date:

SOFR Benchmark Replacement means, with respect to the then-current SOFR Benchmark, the first alternative set forth in the order presented below that can be determined by the Issuer

SOFR Benchmark Replacement. “Consolidated Cash Interest Expense” shall mean, for any period, the Consolidated Interest Expense excluding any non-cash interest expense of Holdings and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP. “Consolidated Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation and amortization expense and capitalized fees, including amortization or write-off of (i) goodwill, software and intangible assets and non-cash organization costs, (ii) deferred financing and debt issuance fees, costs and expenses, (iii) capitalized expenditures (including Capitalized Software Expenditures), customer acquisition costs and incentive payments, media development costs, conversion costs and contract acquisition costs, the amortization of original issue discount resulting from the issuance of Indebtedness at less than par and amortization of favorable or unfavorable lease assets or liabilities and (iv) capitalized fees related to any Qualified Securitization Financing or Receivables Facility, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP and any write down of assets or asset value carried on the balance sheet. “Consolidated EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period: 24 #95598837v24