If the Required ​ reasonably determine that # in connection with any EURIBO Rate Loan or Term SOFR Loan, for any reason adequate and reasonable means do not exist for determining the EURIBO Rate or the Adjusted EURIBO Rate or Term SOFR, as applicable, for any requested Interest Period with respect to a proposed EURIBO Rate Loan or Term SOFR Loan (including because the EURIBO Screen Rate or Term SOFR is not available or published on a current basis), # in the case of EURIBO Rate Loans, they are unable to obtain matching deposits in the euro inter-bank market at or about 11:00 a.m. (Brussels, Belgium time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Loans as part of such Borrowing during its Interest Period, # the EURIBO Rate, Adjusted EURIBO Rate or Term SOFR, as applicable, will not adequately reflect the cost to such Required ​ of making, funding or maintaining their respective EURIBO Rate Loans or Term SOFR Loans, as applicable, for such Interest Period or # in connection with any RFR Loan, adequate and reasonable means do not exist for determining Daily Simple RFR, the Administrative Agent will promptly so notify ESI and each ​. Thereafter, the obligation of the ​ to make or maintain EURIBO Rate Loans, Term SOFR Loans or RFR Loans shall be suspended until the Administrative Agent (upon the instruction of the Required ​) revokes such notice. Upon receipt of such notice, the Borrowers may revoke any pending request for # a Borrowing of, conversion to or continuation of EURIBO Rate Loans or Term SOFR Loans or # a Borrowing of, RFR Loans, as the case may be, or, failing that, will # in the case of EURIBO Rate Loans or Term SOFR Loans, be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in Dollars in the amount specified therein (or, in the case of any applicable Loan in an Alternative Currency other than Pounds Sterling or Yen, in an amount equal to the Dollar Equivalent thereof) and # in the case of RFR Loans, be deemed to have requested a Loan in Pounds Sterling or Yen, as applicable, that bears interest at the applicable Central Bank Rate plus the Applicable Rate applicable to such RFR Loans; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for Pounds Sterling or Yen, as applicable, cannot be determined, then the Borrower shall be deemed to have converted any such request into a request for a Borrowing of Base Rate Loans in Dollars (in an amount equal to the Dollar Equivalent of the amount in question).

If in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof, # the Administrative Agent determines that # deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, or (B) (1) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan and # the circumstances described in Section 3.03(c)(i) do not apply or # a fundamental change has occurred in the foreign exchange or interbank markets with respect to such Alternative Currency (including, without limitation, changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls) (in each case with respect to this clause (i), “Impacted Loans”), or # the Administrative Agent or the Required Lenders determine that for any reason Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, # the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and # in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in [clause (ii) of this Section 3.03(a)], until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans in the affected currency or currencies (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in Dollars in the amount specified therein.

Inability to Determine Rates. If in connection with any request for an Alternative Currency Loan or a continuation of any of such Loans, as applicable, # the Lender determines (which determination shall be conclusive absent manifest error) that # no Successor Rate for the Relevant Rate for the applicable currency has been determined in accordance with [Section 2(h)(ii)] and the circumstances under [clause (x) of Section 2(h)(ii)] or the Scheduled Unavailability Date has occurred with respect to such Relevant Rate (as applicable), or # adequate and reasonable means do not otherwise exist for determining the Relevant Rate for the applicable currency for any determination date(s) or requested Interest Period, as applicable, with respect to a proposed Alternative Currency Loan, or # the Lender determines that for any reason that the Relevant Rate with respect to a proposed Loan denominated in an a currency for any requested Interest Period or determination date(s) does not adequately and fairly reflect the cost to the Lender of funding such Loan, the Lender will promptly so notify the Borrower. Thereafter, the obligation of the Lender to make or maintain Loans in the affected currencies, as applicable, shall be suspended in each case to the extent of the affected Alternative Currency Loans or Interest Period or determination date(s), as applicable, in each case until the Lender revokes such notice.

Inability to Determine Rates. Subject to Section 3.06, if, on or prior to the first day of any Interest Period for any SOFR Loans, CDOR Loans, and Eurocurrency Rate Loans, or prior to the extension of any Daily Simple SONIA Loan:

If in connection with any request for a Term SOFR Loan or a conversion of Base Rate Loans to Term SOFR Loans or a continuation of any of such Loans, as applicable, # the Administrative Agent determines (which determination shall be conclusive absent manifest error) that # no Successor Rate has been determined in accordance with [Section 2.06(c)(ii)], and the circumstances under [clause (i) of Section 2.06(c)(ii)] or the Scheduled Unavailability Date has occurred, or # adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing or proposed Base Rate Loan, or # the Administrative Agent or the Required ​ determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed Loan does not adequately and fairly reflect the cost to such ​ of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender.

Failure to Determine Values. If the Borrower shall fail to determine the value of any Portfolio Investment as at any date pursuant to the requirements (but subject to the exclusions) of the foregoing subclauses [(A) through (C)], the “Value” of such Portfolio Investment as at such date shall be deemed to be zero (0) for purposes of the Borrowing Base until such time as the Value of such Portfolio Investment is otherwise determined or reviewed, as applicable, in accordance with this Agreement.

Discretion to Determine Criteria. Notwithstanding any contrary provision of the Plan, the Committee will, in its sole discretion, determine the performance goals (if any) applicable to any Target Award (or portion thereof) which may include, without limitation: attainment of research and development milestones, average revenue per subscribers, billings, bookings, business divestitures and acquisitions, cash flow, cash position, contract awards or losses, contract backlog, cost of acquisition, cost of delivery, customer-related losses and other measures, customer retention rates, business unit or division, earnings (which may include any calculation of earnings, including but not limited to earnings before interest and taxes, earnings before taxes, earnings before interest, taxes, depreciation and amortization, earnings before taxes, net earnings and losses), earnings per share, employee retention, expenses, geographic expansion, gross margin, gross and/or net merchant processing volume, gross and/or net subscriber growth, growth in stockholder value relative to the moving average of the S&P 500 Index or another index, hiring targets, internal rate of return, lifetime value of subscribers or customers, market share, milestone achievements, MRR growth, net billings, net income or losses, net profit, net revenue margin, net sales, new product development, new product invention or innovation, number of customers, number of merchants, number of subscribers, operating cash flow, operating expenses, operating income or loss, operating margin, origination volume, overhead or other expense reduction, portfolio conversion rate, product defect measures, product development, product release timelines, productivity, profit, return on assets, return on capital, return on equity, return on investment, return on sales, revenue, revenue growth, sales efficiency, sales results, sales growth, stock price, time to market, total stockholder return, transaction processing measures, working capital, and individual objectives such as MBOs, peer reviews or other subjective or objective criteria. As determined by the Committee, the performance goals may be based on generally accepted accounting principles (“GAAP”) or Non-GAAP results and any actual results may be adjusted by the Committee for one-time items, unbudgeted or unexpected items and/or payments of Actual Awards under the Plan when determining whether the performance goals have been met. The goals may be on the basis of any factors the Committee determines relevant, and may be on an individual, divisional, business unit, segment or Company-wide basis. Any criteria used may be measured on such basis as the Committee determines, including but not limited to, as applicable, # in absolute terms, # in combination with another performance goal or goals (for example, but not by way of limitation, as a ratio or matrix), # in relative terms (including, but not limited to, results for other periods, passage of time and/or against another company or companies or an index or indices), # on a per-share basis, # against the performance of the Company as a whole or a segment of the Company and/or # on a pre-tax or after-tax basis. The performance goals may differ from Participant to Participant and from award to award. Failure to meet the goals will result in a failure to earn the Target Award, except as provided in [Section 3(d)]. The Committee also may determine that a Target Award (or portion thereof) will not have a performance goal associated with it but instead will be granted (if at all) in the sole discretion of the Committee.

Exchange Rates; Currency Equivalents; Interest Rates; Licensing The Administrative Agent or the L/C Issuer, as applicable, shall determine the Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies Such Dollar Equivalent shall become effective as of such Revaluation Date and shall be the Dollar Equivalent of such amounts until the next Revaluation Date to occur Except for purposes of financial statements delivered by Loan Parties hereunder or calculating the financial covenant hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the L/C Issuer, as applicable

Interest Rates Generally. All Daily LIBOR Rate Loans shall bear interest at the Daily LIBOR Rate plus the Applicable Margin. Each LIBOR Loan shall bear interest at a rate per annum equal to the sum of the Adjusted LIBOR Rate for the Interest Period in effect for such Loan plus the Applicable Margin. Each Prime Rate Loan shall bear interest at the Prime Rate plus the Applicable Margin.

Fixed Interest Rates. Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such Mortgage Loan, except in situations where default interest is imposed.

Article # THE COMMITMENTS AND CREDIT EXTENSIONS..................................... 33

Rates and Charges. Customer shall pay WKRECC monthly for power and energy available under this contract in accordance with the rates, charges, and provisions of WKRECC's General Power Rate, MSD, as modified, adjusted, or replaced from time to time by agreement between WKRECC and TVA. Said rate schedule, together with its current adjustment addendum, which is WKRECC's currently effective standard rate schedule applicable to consumers of the same class of Customer, is attached hereto and hereby made a part hereof; provided, however, that the paragraph thereof headed "Seasonal Service" shall be of no force and effect. In the event of any conflict between the provisions of said rate schedule, as so modified, adjusted, or replaced, and other provisions of this contract, the latter shall control.

Administration of Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “LIBOR Rate” or with respect to any comparable or successor rate thereto.

Inability to Obtain Authority. The inability of the [[Plan Administrator:Organization]] to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the [[Plan Administrator:Organization]]'s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the [[Plan Administrator:Organization]] of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

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.