None of the Collateral Agent, the Custodian, the Collateral Administrator or the Securities Intermediary shall be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Agreement as a result of the unavailability of LIBOR,Term SOFR or the Alternate Base Rate, Designated Base Rate, or Fallback Rate (or other applicable interest rate) and absence of a designated replacement Interest Rate, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, including without limitation the Administrative Agent or any Lender, in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement and reasonably required for the performance of such duties.

AUTHORITY TO DETERMINE PAYMENT DATE. To the extent that any payment under the Plan may be made within a specified number of days on or after any date or the occurrence of any event, the date of payment shall be determined by Interpublic in its sole discretion, and not by any Participant, Beneficiary, or other individual.

Highest contribution rate. The Administrator shall determine the highest Key Employee contribution rate under [Section 4.3(g)]

to Daily Simple SOFR, then any outstanding principal balance of this Note bearing interest determined in relation to Daily Simple SOFR shall bear interest # pursuant to the Term SOFR option herein (if selected by ​ and to the extent such option is available) or # otherwise, at a fluctuating rate per annum determined by ​ to be equal to the Prime Rate in effect from time to time (computed on the basis of a 360-day year, actual days elapsed), from the date of such Inability Determination or such Illegality Determination until ​ revokes such Inability Determination or notifies ​ that the circumstances giving rise to such Illegality Determination no longer exist, as applicable. If the foregoing Inability Determination or Illegality Determination relates to Term SOFR for any Interest Period, then any outstanding principal balance of this Note bearing interest determined in relation to Term SOFR for any affected Interest Period shall bear interest # pursuant to the Daily Simple SOFR option herein (if selected by ​ and to the extent such option is available) or # otherwise, at a fluctuating rate per annum determined by ​ to be the Prime Rate in effect from time to time (computed on the basis of a 360-day year, actual days elapsed), from the date of such Inability Determination or such Illegality Determination until ​ revokes such Inability Determination or notifies ​ that the circumstances giving rise to such Illegality Determination no longer exist, as applicable; provided, however, that, with respect to any outstanding principal balance of this Note bearing interest determined in relation to Term SOFR for any affected Interest Period, no such determination of interest shall take effect during any applicable Interest Period as a result of an Inability Determination. When interest is determined in relation to the Prime Rate, each change in the rate of interest hereunder shall become effective on the date each Prime Rate change is announced within ​. Notwithstanding any of the foregoing to the contrary, if a Benchmark Replacement is subsequently determined in accordance with applicable Benchmark Replacement Provisions, that Benchmark Replacement, plus any applicable margin, will then supersede the foregoing with respect to the replaced Benchmark.

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of # the Prime Rate in effect on such day, # the Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1% and # the sum of # the Adjusted LIBO Rate that would be payable on such day for a Eurodollar Borrowing with a one-month interest period plus # 1.00%. If the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate Base Rate shall be determined without regard to [clause (ii)] of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective on the effective day of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.

determine the appropriate Rate Fixing Day for that Term.

#

Producer's dispatcher shall notify Gatherer's and Processor's dispatchers in advance of any anticipated decrease in delivery rate below the daily nominated quantity. Producer's dispatcher must obtain the prior written approval from Gatherer's and Processor's dispatchers for any delivery rate in excess of the daily quantity rate. Gatherer's and Processor's dispatcher shall notify Producer's dispatcher of any anticipated inability to receive the Subject Gas at a delivery rate less than # the daily nominated quantity rate; or # a previously orally authorized delivery rate in excess of the daily nominated quantity rate.

Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively, the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the NYFRB Rate to the date of repayment, shall have been received by such Lender.

Stated Interest Rate. Except as provided in [Section 4] below, the principal balance outstanding hereunder from time to time shall bear interest at the Stated Interest Rate. Except to the extent affected by [Section 2.3(f)] of the Loan Agreement, the “Stated Interest Rate” shall be equal to the greater of: # Term SOFR Rate plus three and one half of one percent (3.50%), which interest rate shall change when and as the Term SOFR Rate changes; or # six percent (6.00%) per annum (the “Floor”).

Interest Rate Options. Subject to the provisions of this Section, at the election of the Borrower, # Revolving Credit Loans shall bear interest at # the Base Rate plus the Applicable Margin or # the LIBOR Rate plus the Applicable Margin (provided that the LIBOR Rate shall not be available until three (3) Business after the Closing Date unless the Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying ​ in the manner set forth in [Section 5.9] of this Agreement) and # any Swingline Loan shall bear interest at the Base Rate plus the Applicable Margin. The Borrower shall select the rate of interest and Interest Period, if any, applicable to any Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to [Section 5.2].