“Alternate Base Rate” means, at any time, the highest of, on a per annum basis, # the Prime Rate, # the Federal Funds Rate plus 0.50% and # Adjusted Term SOFR for a one-month tenor in effect on such day plus 1.00%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds Rate or Adjusted Term SOFR, as applicable (provided that [clause (c)] shall not be applicable during any period in which Adjusted Term SOFR is unavailable or unascertainable). Notwithstanding the foregoing, in no event shall the Alternate Base Rate be less than 1.00%.

“Alternate Base Rate” means, atfor any time,day, a rate of interest per annum equal to the highest of, on a per annum basis,of # the Prime Rate,Rate for such day, # the sum of the Federal Funds Effective Rate for such day plus 0.50% and, # Adjusted Term SOFR for a one-month tenor in effect on such day plus 1.00%1% and # 0%; eachprovided that clause (iii) shall not be applicable during any period in which the Term SOFR is unavailable or unascertainable. Each change in the Alternate Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds Effective Rate or Adjusted Term SOFR, as applicable (provided that [clause (c)] shall not be applicable during any period in which Adjusted Term SOFR is unavailable or unascertainable). Notwithstanding the foregoing, in no event shall the Alternate Base Rate be less than 1.00%.applicable.

“Alternate Base Rate” means, atfor any time,day, a rate per annum equal to the greater of # zero and # the highest of, on a per annum basis,of # the Prime Rate,Rate in effect on such day, # the Federal Funds Effective Rate plus 0.50% and # Adjusted Term SOFR for a one-month tenor in effect on such day plus 1/2 of 1.00%; each and # the rate per annum equal to Term SOFR for an interest period of one (1) month plus 1.00%. Any change in the Alternate Base Rate shall take effect simultaneously with the correspondingdue to a change or changes in the Prime Rate, the Federal Funds Effective Rate or Adjusted Term SOFR, as applicable (provided that [clause (c)] shall not be applicable during any period in which Adjusted Term SOFR is unavailable(or successor therefor) as set forth above shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or unascertainable). Notwithstanding the foregoing, in no event shall the Alternate Base Rate be less than 1.00%.Term SOFR (or successor therefor), respectively.

“Alternate Base Rate” means, atfor any time,day, a rate per annum equal to the highest of, on a per annum basis,of # the Prime Rate,Rate in effect on such day, # the Federal Funds Effective Rate for such day plus 0.50%1/2 of 1% and # the Adjusted Term SOFR Rate for a one-one month tenor in effectInterest Period commencing on such day (or, if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%; eachprovided that if the Alternate Base Rate shall be less than 1.00%, the Alternate Base Rate shall be deemed to be 1.00% for all purposes of this Agreement. Any change in the Alternate Base Rate shall take effect simultaneously with the correspondingdue to a change or changes in the Prime Rate, the Federal Funds Effective Rate or Adjusted Term SOFR, as applicable (provided that [clause (c)] shall not be applicable during any period in whichthe Adjusted Term SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted Term SOFR Rate, respectively. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unavailableunable to ascertain the Federal Funds Effective Rate for any reason, including the inability or unascertainable). Notwithstandingfailure of the foregoing,Administrative Agent to obtain a quotation in no event shallaccordance with the terms thereof, the Alternate Base Rate shall be less than 1.00%determined without regard to clause (b) of the first sentence of this definition until the circumstances giving rise to such inability no longer exist. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.13, then the Alternate Base Rate shall be determined without reference to [clause (c) above].

“Alternate Base Rate” means, atfor any time, the highest of, onday, a rate per annum basis,equal to the greatest of # the Prime Rate,Rate in effect on such day, # the Federal Funds Effective Rate plus 0.50% and # Adjusted Term SOFR for a one-month tenor in effect on such day plus 1/2 of 1.00%; each and # the rate per annum equal to Term SOFR for an interest period of one (1) month plus 1.00%. Notwithstanding the foregoing, if the Alternate Base Rate, determined as set forth above, shall be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement. Any change in the Alternate Base Rate shall take effect simultaneously with the correspondingdue to a change or changes in the Prime Rate, the Federal Funds Effective Rate or Adjusted Term SOFR, as applicable (provided that [clause (c)] shall not be applicable during any period in which Adjusted Term SOFR (or successor therefore) shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or Term SOFR (or successor therefore), respectively. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unavailableunable to ascertain the Federal Funds Effective Rate for any reason, including the inability or unascertainable). Notwithstandingfailure of the foregoing,Administrative Agent to obtain a quotation in no event shallaccordance with the terms thereof, the Alternate Base Rate shall be less than 1.00%determined without regard to clause (b) of the first sentence of this definition until the circumstances giving rise to such inability no longer exist. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to [Section 2.14], then the Alternate Base Rate shall be determined without reference to [clause (c) above].

“Alternate Base Rate” means, atfor any time, the highest of, onday, a rate per annum basis,equal to the greatest of # the Prime Rate,Rate in effect on such day, # the Federal FundsFRBNY Rate plus 0.50% and # Adjusted Term SOFR for a one-month tenor in effect on such day plus 1.00%½ of 1% and # the Adjusted Term SOFR Rate for a one month Interest Period as published two U.S. Government Securities Business Days prior to such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%; eachprovided that for the purpose of this definition, the Adjusted Term SOFR Rate for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology). Any change in the Alternate Base Rate shall take effect simultaneously with the correspondingdue to a change or changes in the Prime Rate, the Federal FundsFRBNY Rate or Adjusted Term SOFR, as applicable (provided that [clause (c)] shall not be applicable during any period in whichthe Adjusted Term SOFR is unavailableRate shall be effective from and including the effective date of such change in the Prime Rate, the FRBNY Rate or unascertainable). Notwithstanding the foregoing, in no event shallAdjusted Term SOFR Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.14(b)), then the Alternate Base Rate shall be the greater of [clauses (a) and (b) above] and shall be determined without reference to [clause (c) above]. For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 1.00%., such rate shall be deemed to be 1.00% for purposes of this Agreement.

“Alternate Base Rate” means, at any time, the highest of, on a per annum basis, #of (a) the Prime Rate, #(b) the Federal Funds Rate plus 0.50% and #(c) Adjusted Term SOFR for a one-month tenor in effect on such day plus 1.00%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds Rate or Adjusted Term SOFR, as applicable (provided that [clause (c)] shall not be applicable during any period in which Adjusted Term SOFR is unavailable or unascertainable). Notwithstanding the foregoing, in no event shall the Alternate Base Rate be less than 1.00%.

“Alternate Base Rate” means, atfor any time, the highest of, onday, a rate per annum basis,equal to the greatest of # the Prime Rate,Rate in effect on such day, # the Federal FundsNYFRB Rate plus 0.50% and # Adjusted Term SOFR for a one-month tenor in effect on such day plus 1.00%; each½ of 1% per annum and # the Adjusted Term SOFR for a one month Interest Period as published two US Government Securities Business Days prior to such day (or if such day is not a US Government Securities Business Day, the immediately preceding US Government Securities Business Day) plus 1% per annum. For purposes of [clause (c) above], the Adjusted Term SOFR for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology). Any change in the Alternate Base Rate shall take effect simultaneously with the correspondingdue to a change or changes in the Prime Rate, the Federal FundsNYFRB Rate or the Adjusted Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR, as applicable (provided thatthe case may be. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to [Section 2.13] (for the avoidance of doubt, only until the Benchmark Replacement with respect to Term SOFR has been determined pursuant to [Section 2.13(b)]), then the Alternate Base Rate shall be the greater of [clauses (a) and (b) above] and shall be determined without reference to [clause (c)] shall not be applicable during any period in which Adjusted Term SOFR is unavailable or unascertainable) above]. Notwithstanding the foregoing, in no event shallif the Alternate Base Rate determined as set forth above would be less than 1.00%. per annum, such rate shall be deemed to be 1.00% per annum for purposes of this Agreement.

“Alternate Base Rate” means, atfor any time, the highest of, onday, a rate per annum basis,equal to the greatest of # the Prime Rate,Rate in effect on such day, # the Federal FundsNYFRB Rate plus 0.50% and # Adjusted Term SOFR for a one-month tenor in effect on such day plus 1.00%½ of 1% and # the Adjusted Term SOFR Rate for a one month Interest Period as published two U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day) plus 1%; eachprovided that for the purpose of this definition, the Adjusted Term SOFR Rate for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology). Any change in the Alternate Base Rate shall take effect simultaneously with the correspondingdue to a change or changes in the Prime Rate, the Federal FundsNYFRB Rate or Adjusted Term SOFR, as applicable (provided that [clause (c)] shall not be applicable during any period in whichthe Adjusted Term SOFR is unavailableRate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or unascertainable). Notwithstanding the foregoing, in no event shallAdjusted Term SOFR Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to [Section 2.9.2] (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to [Section 2.9.2(b)]), then the Alternate Base Rate shall be the greater of [clauses (a) and (b) above] and shall be determined without reference to [clause (c) above]. For the avoidance of doubt, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 1.00%.0%, such rate shall be deemed to be 1.0% for purposes of this Agreement.

“Alternate Base Rate” means, atfor any time,day, a fluctuating rate per annum equal to the highest of, on a per annum basis, # the Prime Rate, #of (a) the Federal Funds Effective Rate, plus ½ of 1.00%, (b)greatest of (a) the Prime Rate plus 0.50%in effect on such day and # Adjusted Term SOFR(c) LIBO Rate for a one-one month tenor, (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1.00% and (c) the sum of 1.00% plus Adjusted Term SOFR for an Interest Period as determinedof one month on such day, plus 1.00% (or if such day is not a Business Day, on the immediately preceding Business Day); provided that if the Prime Rate, Federal Funds Effective Rate or 1-Adjusted Term SOFR for an Interest Period of one month LIBO Rate is less than 0.00%, then such rate shall deemed to be 0.00%; eachprovided, further that, solely with respect to the 2021 Incremental Term Loans, if the Prime Rate, Federal Funds Effective Rate or 1-Adjusted Term SOFR for an Interest Period of one month LIBO Rate is less than 0.50%, then such rate shall be deemed to be 0.50%.; provided, further that solely for purposes of the foregoing, Adjusted Term SOFR for any day shall be calculated using Adjusted Term SOFR for an Interest Period of one month on such day at approximately 11:00 a.m. (New York City time). Any change in the Alternate Base Rate shall take effect simultaneously with the correspondingdue to a change or changes in the Prime Rate, the Federal Funds Effective Rate or Adjusted Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or Adjusted Term SOFR, as applicable (provided that [clause (c)] shall not be applicable during any period in which Adjusted Term SOFR is unavailable or unascertainable). Notwithstanding the foregoing, in no event shallrespectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14, then the Alternate Base Rate shall be less than 1.00%.determined without regard to clause (b) or (c), as applicable, of the preceding sentence until the circumstances giving rise to such inability no longer exist.