Inability to Determine Rates. Subject to Section 3.09, if, on or prior to the first day of any Interest Period for any SOFR Loan:

If the Required ​ reasonably determine that # for any reason adequate and reasonable means do not exist for determining the Eurocurrency Rate or the Adjusted Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (including because the LIBO Rate is not available or published on a current basis), # they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 a.m. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Loans as a part of such Borrowing during its Interest Period or # the Eurocurrency Rate or the Adjusted Eurocurrency Rate for any Interest Period for such Loans will not adequately reflect the cost to such Required ​ of making, funding or maintaining their respective Eurocurrency Rate Loans for such Interest Period, the Administrative Agent will promptly so notify ESI and each Lender. Thereafter, the obligation of ​ to make or maintain Eurocurrency Rate 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 Eurocurrency Rate Loans or, failing that, in the case of Eurocurrency Rate Loans will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in Dollars in (or, in the case of any applicable Loan in an Alternative Currency, in an amount equal to the Dollar Equivalent thereof) the amount specified therein.

Inability to Determine Rates. If in connection with any request for a SOFR Loan, a conversion to a SOFR Loan, or a continuation of a Term SOFR Loan, # the Administrative Agent determines that (which determination shall be conclusive absent manifest error) that # no Successor Rate has been determined in accordance with [Section 3.03(b)], and the circumstances under [clause (i) of Section 3.03(b)] or the Scheduled Unavailability Date has occurred, or # adequate and reasonable means do not otherwise exist for determining Daily Simple SOFR or Term SOFR for any determination date(s) or requested Interest Period, as applicable, with respect to a proposed SOFR Loan or in connection with an existing or proposed Base Rate Loan, or # the Administrative Agent or the Required [[Loan Parties:Organization]] determine that for any reason that Term SOFR for any requested Interest Period or determination date(s) does not adequately and fairly reflect the cost to such [[Loan Parties:Organization]] of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender.

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.

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 Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares, shall relieve the Company 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.