Common use of Inability to Determine Interest Rates Clause in Contracts

Inability to Determine Interest Rates. If, prior to the commencement of any Interest Period for a KEXIM Direct Facility Loan: (a) the KEXIM Facility Agent reasonably determines that adequate and reasonable means do not exist for ascertaining LIBOR for such Interest Period; or (b) the KEXIM Facility Agent is advised by KEXIM that KEXIM has reasonably determined that LIBOR for such Interest Period will not adequately and fairly reflect the cost to KEXIM of making or maintaining its KEXIM Direct Facility Loans for such Interest Period; then the KEXIM Facility Agent shall give notice thereof (a “Rate Determination Notice”) to the Borrower and KEXIM by telephone or telecopy as promptly as practicable thereafter and, until the KEXIM Facility Agent notifies the Borrower and KEXIM that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical), (i) during the thirty (30) day period following such Rate Determination Notice (the “Negotiation Period”) the KEXIM Facility Agent and the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for such KEXIM Direct Facility Loans which shall reflect the cost to KEXIM of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation Period, such Substitute Basis shall apply in lieu of LIBOR to all Interest Periods commencing on or after the first day of the affected Interest Period and (ii) if a Substitute Basis is not agreed upon during the Negotiation Period, the Borrower may elect to prepay the KEXIM Direct Facility Loans; provided, however, that if the Borrower does not elect so to prepay, KEXIM shall determine (and shall certify from time to time in a certificate delivered by KEXIM to the KEXIM Facility Agent setting forth in reasonable detail the basis of the computation of such amount) the rate basis reflecting the cost to KEXIM of funding the KEXIM Direct Facility Loans for the Interest Period commencing on or after the first day of the affected Interest Period, until the circumstances giving rise to such notice have ceased to apply and such rate basis shall be binding upon the Borrower and KEXIM and shall apply in lieu of LIBOR for the affected Interest Period.

Inability to Determine Interest Rates. If, prior to the commencement of any Interest Period for a KEXIM Direct KSURE Covered Facility Loan: (a) the KEXIM KSURE Covered Facility Agent reasonably determines that adequate and reasonable means do not exist for ascertaining LIBOR for such Interest Period; or (b) the KEXIM KSURE Covered Facility Agent is advised by KEXIM the Required Lenders that KEXIM has such Required Lenders have reasonably determined that LIBOR for such Interest Period will not adequately and fairly reflect the cost to KEXIM such KSURE Covered Facility Lenders of making or maintaining its KEXIM Direct their KSURE Covered Facility Loans for such Interest Period; then the KEXIM KSURE Covered Facility Agent shall give notice thereof (a “Rate Determination Notice”) to the Borrower and KEXIM the KSURE Covered Facility Lenders by telephone or telecopy as promptly as practicable thereafter and, until the KEXIM KSURE Covered Facility Agent notifies the Borrower and KEXIM the KSURE Covered Facility Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical), (i) during the thirty (30) day period following such Rate Determination Notice (the “Negotiation Period”) the KEXIM KSURE Covered Facility Agent and the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for such KEXIM Direct KSURE Covered Facility Loans which shall reflect the cost to KEXIM the KSURE Covered Facility Lenders of funding the KEXIM Direct KSURE Covered Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation Period, such Substitute Basis shall apply in lieu of LIBOR to all Interest Periods commencing on or after the first day of the affected Interest Period and (ii) if a Substitute Basis is not agreed upon during the Negotiation Period, the Borrower may elect to prepay the KEXIM Direct KSURE Covered Facility Loans; provided, however, that if the Borrower does not elect so to prepay, KEXIM each affected KSURE Covered Facility Lender shall determine (and shall certify from time to time in a certificate delivered by KEXIM such KSURE Covered Facility Lender to the KEXIM KSURE Covered Facility Agent setting forth in reasonable detail the basis of the computation of such amount) the rate basis reflecting the cost to KEXIM such KSURE Covered Facility Lender of funding the KEXIM Direct KSURE Covered Facility Loans for the Interest Period commencing on or after the first day of the affected Interest Period, until the circumstances giving rise to such notice have ceased to apply and such rate basis shall be binding upon the Borrower and KEXIM such KSURE Covered Facility Lenders and shall apply in lieu of LIBOR for the affected Interest Period.

Inability to Determine Interest Rates. If, prior to the commencement of any Interest Period for a KEXIM Direct Covered Facility Loan: (a) the KEXIM Facility Agent reasonably determines that adequate and reasonable means do not exist for ascertaining LIBOR for such Interest Period; or (b) the KEXIM Facility Agent is advised by KEXIM the Required Lenders that KEXIM has such Required Lenders have reasonably determined that LIBOR for such Interest Period will not adequately and fairly reflect the cost to such KEXIM Covered Facility Lenders of making or maintaining its their KEXIM Direct Covered Facility Loans for such Interest Period; then the KEXIM Facility Agent shall give notice thereof (a “Rate Determination Notice”) to the Borrower and the KEXIM Covered Facility Lenders by telephone or telecopy as promptly as practicable thereafter and, until the KEXIM Facility Agent notifies the Borrower and the KEXIM Covered Facility Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical), (i) during the thirty (30) day period following such Rate Determination Notice (the “Negotiation Period”) the KEXIM Facility Agent and the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for such KEXIM Direct Covered Facility Loans which shall reflect the cost to the KEXIM Covered Facility Lenders of funding the KEXIM Direct Covered Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation Period, such Substitute Basis shall apply in lieu of LIBOR to all Interest Periods commencing on or after the first day of the affected Interest Period and (ii) if a Substitute Basis is not agreed upon during the Negotiation Period, the Borrower may elect to prepay the KEXIM Direct Covered Facility Loans; provided, however, that if the Borrower does not elect so to prepay, each affected KEXIM Covered Facility Lender shall determine (and shall certify from time to time in a certificate delivered by such KEXIM Covered Facility Lender to the KEXIM Facility Agent setting forth in reasonable detail the basis of the computation of such amount) the rate basis reflecting the cost to such KEXIM Covered Facility Lender of funding the KEXIM Direct Covered Facility Loans for the Interest Period commencing on or after the first day of the affected Interest Period, until the circumstances giving rise to such notice have ceased to apply and such rate basis shall be binding upon the Borrower and such KEXIM Covered Facility Lenders and shall apply in lieu of LIBOR for the affected Interest Period.

Inability to Determine Interest Rates. IfSubject to Section 2.20, if prior to the commencement of any Interest Period for any Term Benchmark Borrowing of a KEXIM Direct Facility Loan: ClassTerm Loans or Revolving Loans, or at any time for a RFR Borrowing of Revolving Loans (athe Currency of such Borrowing herein called the “Affected Currency”): (i) (A) in the KEXIM Facility case of a Term Benchmark Borrowing, the Administrative Agent reasonably determines shall have determined (which determination shall be in good faith and conclusive and binding upon the Borrower absent manifest error) that adequate and reasonable means do the Adjusted Term Benchmark Rate for the Affected Currency cannot exist for ascertaining LIBOR be determined pursuant to the definition thereof for such Interest PeriodPeriod or (B) in the case of a RFR Borrowing, the Administrative Agent shall have determined (which determination shall be in good faith and conclusive and binding upon the Borrower absent manifest error) that the Daily Simple RFR for the Affected Currency cannot be determined pursuant to the definition thereof; or or (bii) (ii) (A) in the KEXIM Facility case of a Term Benchmark Borrowing, the Administrative Agent is advised by KEXIM shall have received notice from the Required Lenders of such Class of Commitments that KEXIM has reasonably determined that LIBOR the Adjusted Term Benchmark Rate for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to KEXIM such Lenders of making making, funding or maintaining its KEXIM Direct Facility their respective Loans included in 101 Revolving Credit and Term Loan Agreement such Borrowing for such Interest PeriodPeriod or (B) in the case of a RFR Borrowing, the Administrative Agent shall have received notice from the Required Multicurrency Revolving Lenders that the Daily Simple RFR for the Affected Currency will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining the Loans included in such RFR Borrowing; then the KEXIM Facility Administrative Agent shall give written notice thereof (a “Rate Determination Notice”or telephonic notice, promptly confirmed in writing) to the Borrower and KEXIM by telephone or telecopy the affected Lenders as promptly as practicable thereafter and, until thereafter. Until the KEXIM Facility Administrative Agent notifies shall notify the Borrower and KEXIM the Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical)exist, (i) during any Interest Election Request that requests the thirty conversion of any Borrowing to, or the continuation of any Borrowing as, a Term Benchmark Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Borrowing (30unless prepaid) day period following such Rate Determination Notice (shall be continued as, or converted to, an ABR Borrowing at the “Negotiation Period”) end of the KEXIM Facility Agent and the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for such KEXIM Direct Facility Loans which shall reflect the cost to KEXIM of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation applicable Interest Period, such Substitute Basis shall apply in lieu of LIBOR to all Interest Periods commencing on or after the first day of the affected Interest Period and (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Substitute Basis Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the Affected Currency is not agreed upon during a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the Negotiation Period, Affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Borrower may elect to prepay Central Bank Rate for the KEXIM Direct Facility Loansapplicable Agreed Foreign Currency; provided, however, that if the Borrower does Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot elect so be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election shall either (1) be converted to prepay, KEXIM shall determine (and shall certify from time to time in a certificate delivered by KEXIM Term Benchmark Borrowing with a Term Benchmark Rate equal to the KEXIM Facility Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent setting forth determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in reasonable detail Dollars (in an amount equal to the basis Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the computation of such amount) the rate basis reflecting the cost to KEXIM of funding the KEXIM Direct Facility Loans for the Interest Period commencing on or after the first day of the affected applicable Interest Period, until (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the circumstances giving rise to Dollar Equivalent of such notice have ceased to apply Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and such rate basis (iv) if the Affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding upon absent manifest error) that the Borrower Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and KEXIM and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall apply either (1) be converted to a Term Benchmark Borrowing denominated in lieu Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of LIBOR for the affected applicable Interest Period.; provided that, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into an ABR 102 Revolving Credit and Term Loan Agreement

Inability to Determine Interest Rates. If, prior to the commencement of any Interest Period for any Eurocurrency Borrowing of a KEXIM Direct Facility Loan: Class (athe Currency of such Borrowing herein called the “Affected Currency”): the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the KEXIM Facility Agent reasonably determines that relevant interbank market, adequate and reasonable means do not exist for ascertaining LIBOR the Adjusted LIBO Rate for the Affected Currency (including, without limitation, because the Screen Rate is not available or published on a current basis) for such Interest Period; or (b) or the KEXIM Facility Administrative Agent is advised by KEXIM shall have received notice from the Required Lenders of such Class of Commitments that KEXIM has reasonably determined that LIBOR the Adjusted LIBO Rate for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to KEXIM such Lenders of making or maintaining its KEXIM Direct Facility their respective Loans included in such Borrowing for such Interest Period; then the KEXIM Facility Administrative Agent shall give written notice thereof (a “Rate Determination Notice”or telephonic notice, promptly confirmed in writing) to the Borrower and KEXIM by telephone or telecopy the affected Lenders as promptly as practicable thereafter and, until thereafter. Until the KEXIM Facility Administrative Agent notifies shall notify the Borrower and KEXIM the Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical)exist, (i) during any Interest Election Request that requests the thirty (30) day period following such Rate Determination Notice (conversion of any Syndicated Borrowing to, or the “Negotiation Period”) continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing denominated in the KEXIM Facility Agent and Affected Currency shall be ineffective and, if the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for such KEXIM Direct Facility Loans which shall reflect the cost to KEXIM of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis Affected Currency is so agreed upon during the Negotiation PeriodDollars, such Substitute Basis Syndicated Borrowing (unless prepaid) shall apply in lieu of LIBOR to all Interest Periods commencing on be continued as, or after the first day of the affected Interest Period and converted to, a Syndicated ABR Borrowing, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Substitute Basis is not agreed upon during the Negotiation PeriodEurocurrency Borrowing denominated in Dollars, the Borrower may elect to prepay the KEXIM Direct Facility Loans; provided, however, that such Borrowing shall be made as a Syndicated ABR Borrowing and (iii) if the Borrower does not elect so to prepayAffected Currency is a Foreign Currency, KEXIM then either, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall determine be ineffective, or (and shall certify from time to time in a certificate delivered by KEXIM to the KEXIM Facility Agent setting forth in reasonable detail the basis of the computation of such amountB) the rate basis reflecting LIBO Rate for such Eurocurrency Borrowing shall be the cost to KEXIM each Lender to fund its pro rata share of funding the KEXIM Direct Facility Loans for the Interest Period commencing on or after the first day of the affected Interest Period, until the circumstances giving rise to such notice have ceased to apply Eurocurrency Borrowing (from whatever source and using whatever methodologies as such rate basis shall be binding upon the Borrower and KEXIM and shall apply Lender may select in lieu of LIBOR for the affected Interest Periodits reasonable discretion).

Inability to Determine Interest Rates. IfSubject to Section 2.212.22, if, prior to the commencement of any Interest Period for any Term Benchmark Borrowing of a KEXIM Direct Facility Loan:Class or at any time for an RFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): (aA) in the case of a Term Benchmark Borrowing, the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) the KEXIM Facility Adjusted Term Benchmark Rate for the Affected Currency cannot be determined pursuant to the definition thereof or (B) in the case of an RFR Borrowing, the Administrative Agent reasonably determines shall have determined (which determination shall be conclusive absent manifest error) that adequate and reasonable means do the Daily Simple RFR for the Affected Currency cannot exist for ascertaining LIBOR for such Interest Periodbe determined pursuant to the definition thereof; or (bA) in the KEXIM Facility case of a Term Benchmark Borrowing, the Administrative Agent is advised by KEXIM shall have received notice from the Required Lenders of such Class of Commitments that KEXIM has reasonably determined that LIBOR the Adjusted Term Benchmark Rate for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to KEXIM such Lenders of making or maintaining its KEXIM Direct Facility their respective Loans included in such Borrowing for such Interest PeriodPeriod or (B) in the case of an RFR Borrowing, the Administrative Agent shall have received notice from the Required Multicurrency Lenders that the Daily Simple RFR for the Affected Currency will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included in such RFR Borrowing; then the KEXIM Facility Administrative Agent shall give written notice thereof (a “Rate Determination Notice”or telephonic notice, promptly confirmed in writing) to the Borrower and KEXIM by telephone or telecopy the affected Lenders as promptly as practicable thereafter and, until thereafter. Until the KEXIM Facility Administrative Agent notifies shall notify the Borrower and KEXIM the Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical)exist, (i) during any Interest Election Request that requests the thirty conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Term Benchmark Borrowing or RFR Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (30unless prepaid) day period following such Rate Determination Notice (shall be continued as, or converted to, a Syndicated ABR Borrowing at the “Negotiation Period”) end of the KEXIM Facility Agent and the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for such KEXIM Direct Facility Loans which shall reflect the cost to KEXIM of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation applicable Interest Period, such Substitute Basis shall apply in lieu of LIBOR to all Interest Periods commencing on or after the first day of the affected Interest Period and (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Substitute Basis Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing, and (iii) if the Affected Currency is not agreed upon during a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the Negotiation Period, Affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Borrower may elect to prepay Central Bank Rate for the KEXIM Direct Facility Loansapplicable Agreed Foreign Currency; provided, however, that if the Borrower does Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot elect so be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election shall either (1) be converted to prepay, KEXIM shall determine (and shall certify from time to time in a certificate delivered by KEXIM Term Benchmark Borrowing with a Term Benchmark Rate equal to the KEXIM Facility Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent setting forth determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in reasonable detail Dollars (in an amount equal to the basis Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the computation of such amount) the rate basis reflecting the cost to KEXIM of funding the KEXIM Direct Facility Loans for the Interest Period commencing on or after the first day of the affected applicable Interest Period, until (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the circumstances giving rise to Dollar Equivalent of such notice have ceased to apply and such rate basis shall be binding upon Affected Currency) immediately in the Borrower and KEXIM and shall apply case of an RFR Borrowing or, in lieu the case of LIBOR for a Term Benchmark Borrowing, at the affected end of the applicable Interest Period., or (23) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the

Inability to Determine Interest Rates. If, (a) If (i) prior to the commencement of any Interest Period for any Eurocurrency Borrowing of a KEXIM Direct Facility Loan:Class or any Term SOFR Borrowing of a Class or (ii) at any time for a Daily Simple RFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): (ai) (A) in the KEXIM Facility case of a Eurocurrency Borrowing or Term SOFR Borrowing, the Administrative Agent reasonably shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for ascertaining the Eurocurrency Rate or Term SOFR for the Affected Currency (including, without limitation, because the applicable Screen Rate is not available or published on a current basis) for such Interest Period or (B) in the case of a Daily Simple RFR Borrowing, the Administrative Agent determines that adequate and reasonable means do not exist for ascertaining LIBOR the Daily Simple RFR for such Interest Periodthe Affected Currency; or (bii) (A) in the KEXIM Facility case of a Eurocurrency Borrowing or Term SOFR Borrowing, the Administrative Agent is advised by KEXIM shall have received notice from the Required Lenders of such Class of Commitments that KEXIM has reasonably determined that LIBOR the Eurocurrency Rate or Term SOFR for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to KEXIM such Lenders of making or maintaining its KEXIM Direct Facility their respective Loans included in such Borrowing for such Interest PeriodPeriod or (B) in the case of a Daily Simple RFR Borrowing, the Administrative Agent shall have received notice from the Required Multicurrency Lenders that the Daily Simple RFR for the Affected Currency will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included in such Daily Simple RFR Borrowing; then the KEXIM Facility Administrative Agent shall give written notice thereof (a “Rate Determination Notice”or telephonic notice, promptly confirmed in writing) to the Borrower and KEXIM by telephone or telecopy the affected Lenders as promptly as practicable thereafter and, until thereafter. Until the KEXIM Facility Administrative Agent notifies shall notify the Borrower and KEXIM the Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical)exist, (i) during any Interest Election Request that requests the thirty (30) day period following such Rate Determination Notice (conversion of any Syndicated Borrowing to, or the “Negotiation Period”) continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing or Term SOFR Borrowing denominated in the KEXIM Facility Agent and Affected Currency shall be ineffective and, if the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for such KEXIM Direct Facility Loans which shall reflect the cost to KEXIM of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis Affected Currency is so agreed upon during the Negotiation PeriodDollars, such Substitute Basis Syndicated Borrowing (unless prepaid) shall apply in lieu of LIBOR to all Interest Periods commencing on be continued as, or after the first day of the affected Interest Period and converted to, a Syndicated ABR Borrowing, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Substitute Basis RFR Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing and (iii) if the Affected Currency is not agreed upon during a Foreign Currency, (A) any Borrowing Request that requests a Eurocurrency Borrowing or RFR Borrowing denominated in the Negotiation Affected Currency shall be ineffective, and (B) any outstanding Eurocurrency Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election, shall either (1) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of a RFR Borrowing or, in the case of a Eurocurrency Borrowing, at the end of the applicable Interest Period, or (2) be prepaid in full immediately in the case of a RFR Borrowing or, in the case of a Eurocurrency Borrowing, at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the Borrower of such notice or, in the case of a Eurocurrency Borrowing, the last day of the current Interest Period for the applicable Eurocurrency Loan, if earlier, the Borrower may elect to prepay the KEXIM Direct Facility Loans; provided, however, that if the Borrower does not elect so to prepay, KEXIM shall determine (and shall certify from time to time in a certificate delivered by KEXIM to the KEXIM Facility Agent setting forth in reasonable detail the basis of the computation of such amount) the rate basis reflecting the cost to KEXIM of funding the KEXIM Direct Facility Loans for the Interest Period commencing on or after the first day of the affected Interest Period, until the circumstances giving rise to such notice have ceased to apply and such rate basis shall be binding upon the Borrower and KEXIM and shall apply in lieu of LIBOR for the affected Interest Perioddeemed to have elected clause (1) above.

Inability to Determine Interest Rates. IfSubject to Section 2.20, if (i) prior to the commencement of any Interest Period for any Term Benchmark Borrowing of a KEXIM Direct Facility Loan:Class or (ii) at any time for a RFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): (ai) (A) in the KEXIM Facility case of a Term Benchmark Borrowing, the Administrative Agent reasonably determines shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower absent manifest error) that adequate and reasonable means do the Adjusted Term Benchmark Rate for the Affected Currency cannot exist for ascertaining LIBOR be determined pursuant to the definition thereof for such Interest PeriodPeriod or (B) in the case of a RFR Borrowing, the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower absent manifest error) that the Daily Simple RFR for the Affected Currency cannot be determined pursuant to the definition thereof; or (bii) (A) in the KEXIM Facility case of a Term Benchmark Borrowing, the Administrative Agent is advised by KEXIM shall have received notice from the Required Lenders of such Class of Commitments that KEXIM has reasonably determined that LIBOR the Adjusted Term Benchmark Rate for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to KEXIM such Lenders of making making, funding or maintaining its KEXIM Direct Facility their respective Loans included in such Borrowing for such Interest PeriodPeriod or (B) in the case of a RFR Borrowing, the Administrative Agent shall have received notice from the Required Multicurrency Lenders that the Daily Simple RFR for the Affected Currency will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining the Loans included in such RFR Borrowing; then the KEXIM Facility Administrative Agent shall give written notice thereof (a “Rate Determination Notice”or telephonic notice, promptly confirmed in writing) to the Borrower and KEXIM by telephone or telecopy the affected Lenders as promptly as practicable thereafter and, until identifying the KEXIM Facility relevant provision above. Until the Administrative Agent notifies shall notify the Borrower and KEXIM the Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical)exist, (i) during any Interest Election Request that requests the thirty conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Term Benchmark Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (30unless prepaid) day period following such Rate Determination Notice (shall be continued as, or converted to, a Syndicated ABR Borrowing at the “Negotiation Period”) end of the KEXIM Facility Agent and the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for such KEXIM Direct Facility Loans which shall reflect the cost to KEXIM of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation applicable Interest Period, such Substitute Basis shall apply in lieu of LIBOR to all Interest Periods commencing on or after the first day of the affected Interest Period and (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Substitute Basis Term Benchmark Borrowing denominated in Dollars, such 82 Borrowing shall be made as a Syndicated ABR Borrowing, (iii) if the Affected Currency is not agreed upon during a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the Negotiation Period, Affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Borrower may elect to prepay Central Bank Rate for the KEXIM Direct Facility Loansapplicable Agreed Foreign Currency; provided, however, that if the Borrower does Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot elect so be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election shall either (1) be converted to prepaya Syndicated Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, KEXIM if the Administrative Agent determines (which determination shall determine be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into a Syndicated ABR Borrowing denominated in Dollars (and shall certify from time to time in a certificate delivered by KEXIM an amount equal to the KEXIM Facility Agent setting forth Dollar Equivalent of such Affected Currency) immediately in reasonable detail the basis case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the computation applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such amountAffected Currency) immediately in the rate basis reflecting case of an RFR Borrowing or, in the cost case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the Affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Syndicated Term Benchmark Borrowing with a Term Benchmark Rate equal to KEXIM the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of funding applicable Interest Period; provided that, if the KEXIM Direct Facility Loans for Administrative Agent determines, which determination shall be conclusive and biding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period commencing on Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the first Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the affected current Interest PeriodPeriod for the applicable Term Benchmark Loan, until if earlier, the circumstances giving rise to such notice have ceased to apply and such rate basis Borrower shall be binding upon the Borrower and KEXIM and shall apply in lieu of LIBOR for the affected Interest Perioddeemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable.

Inability to Determine Interest Rates. IfSubject to Section 2.20, if (i) prior to the commencement of any Interest Period for any Term Benchmark Borrowing of a KEXIM Direct Facility Loan:Class or (ii) at any time for a RFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): (aA) in the KEXIM Facility case of a Term Benchmark Borrowing, the Administrative Agent reasonably determines shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower absent manifest error) that adequate and reasonable means do the Adjusted Term Benchmark Rate for the Affected Currency cannot exist for ascertaining LIBOR be determined pursuant to the definition thereof for such Interest PeriodPeriod or (B) in the case of a RFR Borrowing, the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower absent manifest error) that the Daily Simple RFR for the Affected Currency cannot be determined pursuant to the definition thereof; or (bA) in the KEXIM Facility case of a Term Benchmark Borrowing, the Administrative Agent is advised by KEXIM shall have received notice from the Required Lenders of such Class of Commitments that KEXIM has reasonably determined that LIBOR the Adjusted Term Benchmark Rate for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to KEXIM such Lenders of making making, funding or maintaining its KEXIM Direct Facility their respective Loans included in such Borrowing for such Interest PeriodPeriod or (B) in the case of a RFR Borrowing, the Administrative Agent shall have received notice from the Required Multicurrency Lenders that the Daily Simple RFR for the Affected Currency will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining the Loans included in such RFR Borrowing; then the KEXIM Facility Administrative Agent shall give written notice thereof (a “Rate Determination Notice”or telephonic notice, promptly confirmed in writing) to the Borrower and KEXIM by telephone or telecopy the affected Lenders as promptly as practicable thereafter and, until identifying the KEXIM Facility relevant provision above. Until the Administrative Agent notifies shall notify the Borrower and KEXIM the Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical)exist, (i) during any Interest Election Request that requests the thirty conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Term Benchmark Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (30unless prepaid) day period following such Rate Determination Notice (shall be continued as, or converted to, a Syndicated ABR Borrowing at the “Negotiation Period”) end of the KEXIM Facility Agent and the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for such KEXIM Direct Facility Loans which shall reflect the cost to KEXIM of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation applicable Interest Period, such Substitute Basis shall apply in lieu of LIBOR to all Interest Periods commencing on or after the first day of the affected Interest Period and (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Substitute Basis Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing, (iii) if the Affected Currency is not agreed upon during a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the Negotiation Period, Affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Borrower may elect to prepay Central Bank Rate for the KEXIM Direct Facility Loansapplicable Agreed Foreign Currency; provided, however, that if the Borrower does Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot elect so be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election shall either (1) be converted to prepaya Syndicated Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, KEXIM if the Administrative Agent determines (which determination shall determine be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into a Syndicated ABR Borrowing denominated in Dollars (and shall certify from time to time in a certificate delivered by KEXIM an amount equal to the KEXIM Facility Agent setting forth Dollar Equivalent of such Affected Currency) immediately in reasonable detail the basis case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the computation applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such amountAffected Currency) immediately in the rate basis reflecting case of an RFR Borrowing or, in the cost case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the Affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to KEXIM the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of funding applicable Interest Period; provided that, if the KEXIM Direct Facility Loans for Administrative Agent determines, which determination shall be conclusive and biding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period commencing on Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the first Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the affected current Interest PeriodPeriod for the applicable Term Benchmark Loan, until if earlier, the circumstances giving rise to such notice have ceased to apply and such rate basis Borrower shall be binding upon the Borrower and KEXIM and shall apply in lieu of LIBOR for the affected Interest Perioddeemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable.

Inability to Determine Interest Rates. IfSubject to Section 2.22, if: (a) (i) prior to the commencement of any Interest Period for a KEXIM Direct Facility Loan: Term Benchmark Borrowing in any Currency, the Administrative Agent determines (awhich determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the KEXIM Facility applicable Adjusted Term Benchmark Rate (including, without limitation, because the applicable Screen Rate for such Currency for such Interest Period is not available or published on a current basis and such circumstances are unlikely to be temporary) for such Interest Period or (ii) at any time, for an RFR Borrowing, the Administrative Agent reasonably determines that adequate and reasonable means do not exist for ascertaining LIBOR for such Interest Periodthe Daily Simple RFR (each determination under this clause (a) shall be made in good faith and shall be conclusive absent manifest error); or (b) (i) prior to the KEXIM Facility commencement of any Interest Period for a Term Benchmark Borrowing in any Currency, the Administrative Agent is advised by KEXIM the Required Lenders of the applicable Class that KEXIM has reasonably determined that LIBOR the Adjusted Term Benchmark Rate for a Loan in such Currency or for the applicable Interest Period will not adequately and fairly reflect the cost to KEXIM such Lenders of making or maintaining its KEXIM Direct Facility the Loans included in such Borrowing for such Interest PeriodPeriod or (ii) at any time for an RFR Borrowing in any Currency, the Administrative Agent is advised by the Required Multicurrency Lenders that the Daily Simple RFR for a Loan in such Currency will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included in such Borrowing; then the KEXIM Facility Administrative Agent shall give written notice thereof (a “Rate Determination Notice”or telephonic notice, promptly confirmed in writing) to the Borrower and KEXIM by telephone or telecopy the affected Lenders as promptly as practicable thereafter and, until identifying the KEXIM Facility relevant provision above. Until the Administrative Agent notifies shall notify the Borrower and KEXIM the Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical)exist, (i) during any Interest Election Request that requests the thirty conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Term Benchmark Borrowing denominated in the affected Currency shall be ineffective and, if the affected Currency is Dollars, such Syndicated Borrowing (30unless prepaid) day period following such Rate Determination Notice (shall be continued as, or converted to, a Syndicated ABR Borrowing at the “Negotiation Period”) end of the KEXIM Facility Agent and the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for such KEXIM Direct Facility Loans which shall reflect the cost to KEXIM of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation applicable Interest Period, such Substitute Basis shall apply in lieu of LIBOR to all Interest Periods commencing on or after the first day of the affected Interest Period and (ii) if the affected Currency is Dollars and any Borrowing Request requests a Substitute Basis Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing, (iii) if the affected Currency is not agreed upon during a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the Negotiation Period, affected Currency shall be made as a Borrowing bearing interest at the Borrower may elect to prepay Central Bank Rate for the KEXIM Direct Facility Loansapplicable Agreed Foreign Currency; provided, however, that if the Borrower does Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot elect so be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Currency, at the Borrower’s election shall either (1) be converted to prepaya Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, KEXIM if the Administrative Agent determines (which determination shall determine be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (and shall certify from time to time in a certificate delivered by KEXIM an amount equal to the KEXIM Facility Agent setting forth Dollar Equivalent of such affected Currency) immediately in reasonable detail the basis case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the computation applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such amountaffected Currency) immediately in the rate basis reflecting case of an RFR Borrowing or, in the cost case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to KEXIM the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of funding applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the KEXIM Direct Facility Loans for Dollar Equivalent of such affected Currency) at the end of the applicable Interest Period commencing on Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the first Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the affected current Interest PeriodPeriod for the applicable Term Benchmark Loan, until if earlier, the circumstances giving rise to such notice have ceased to apply and such rate basis Borrower shall be binding upon the Borrower and KEXIM and shall apply in lieu of LIBOR for the affected Interest Perioddeemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable.

Inability to Determine Interest Rates. IfSubject to Section 2.20, if prior to the commencement of any Interest Period for any Term Benchmark Borrowing of a KEXIM Direct Facility Loan:Class or at any time for a RFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): (ai) (A) in the KEXIM Facility case of a Term Benchmark Borrowing, the Administrative Agent reasonably determines shall have determined (which determination shall be in good faith and conclusive and binding upon the Borrower absent manifest error) that adequate and reasonable means do the Adjusted Term Benchmark Rate for the Affected Currency cannot exist for ascertaining LIBOR be determined pursuant to the definition thereof for such Interest PeriodPeriod or (B) in the case of a RFR Borrowing, the Administrative Agent shall have determined (which determination shall be in good faith and conclusive and binding upon the Borrower absent manifest error) that the Daily Simple RFR for the Affected Currency cannot be determined pursuant to the definition thereof; or (bii) (A) in the KEXIM Facility case of a Term Benchmark Borrowing, the Administrative Agent is advised by KEXIM shall have received notice from the Required Lenders of such Class of Commitments that KEXIM has reasonably determined that LIBOR the Adjusted Term Benchmark Rate for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to KEXIM such Lenders of making making, funding or maintaining its KEXIM Direct Facility their respective Loans included in such Borrowing for such Interest PeriodPeriod or (B) in the case of a RFR Borrowing, the Administrative Agent shall have received notice from the Required Multicurrency Lenders that the Daily Simple RFR for the Affected Currency will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining the Loans included in such RFR Borrowing; then the KEXIM Facility Administrative Agent shall give written notice thereof (a “Rate Determination Notice”or telephonic notice, promptly confirmed in writing) to the Borrower and KEXIM by telephone or telecopy the affected Lenders as promptly as practicable thereafter and, until thereafter. Until the KEXIM Facility Administrative Agent notifies shall notify the Borrower and KEXIM the Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical)exist, (i) during any Interest Election Request that requests the thirty conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Term Benchmark Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (30unless prepaid) day period following such Rate Determination Notice (shall be continued as, or converted to, a Syndicated ABR Borrowing at the “Negotiation Period”) end of the KEXIM Facility Agent and the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for such KEXIM Direct Facility Loans which shall reflect the cost to KEXIM of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation applicable Interest Period, such Substitute Basis shall apply in lieu of LIBOR to all Interest Periods commencing on or after the first day of the affected Interest Period and (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Substitute Basis Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing, (iii) if the Affected Currency is not agreed upon during a Foreign Currency other than 76 Revolving Credit Agreement Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the Negotiation Period, Affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Borrower may elect to prepay Central Bank Rate for the KEXIM Direct Facility Loansapplicable Agreed Foreign Currency; provided, however, that if the Borrower does Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot elect so be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election shall either (1) be converted to prepay, KEXIM shall determine (and shall certify from time to time in a certificate delivered by KEXIM Term Benchmark Borrowing with a Term Benchmark Rate equal to the KEXIM Facility Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent setting forth determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into a Syndicated ABR Borrowing denominated in reasonable detail Dollars (in an amount equal to the basis Dollar Equivalent of such Affected Currency) immediately in the case of a RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the computation applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such amountAffected Currency) immediately in the rate basis reflecting case of a RFR Borrowing or, in the cost case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of a RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the Affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to KEXIM the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of funding applicable Interest Period; provided that, if the KEXIM Direct Facility Loans for Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period commencing on Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the first Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the affected current Interest PeriodPeriod for the applicable Term Benchmark Loan, until if earlier, the circumstances giving rise to such notice have ceased to apply and such rate basis Borrower shall be binding upon the Borrower and KEXIM and shall apply in lieu of LIBOR for the affected Interest Period.deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable. 77 Revolving Credit Agreement

Inability to Determine Interest Rates. IfSubject to Section 2.21, if, prior to the commencement of any Interest Period for any Term Benchmark Borrowing of a KEXIM Direct Facility Loan:Class or (ii) at any time for an RFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): (a) (i) in the KEXIM Facility case of a Term Benchmark Borrowing, the Administrative Agent reasonably determines shall have determined (which determination shall be conclusive absent manifest error) the Adjusted Term Benchmark Rate for the Affected Currency cannot be determined pursuant to the definition thereof or (ii) in the case of an RFR Borrowing, the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that adequate and reasonable means do the Daily Simple RFR for the Affected Currency cannot exist for ascertaining LIBOR for such Interest Periodbe determined pursuant to the definition thereof; or (b) (A) in the KEXIM Facility case of a Term Benchmark Borrowing, the Administrative Agent is advised by KEXIM shall have received notice from the Required Lenders of such Class of Commitments that KEXIM has reasonably determined that LIBOR the Adjusted Term Benchmark Rate for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to KEXIM such Lenders of making or maintaining its KEXIM Direct Facility their respective Loans included in such Borrowing for such Interest PeriodPeriod or (B) in the case of an RFR Borrowing, the Administrative Agent shall have received notice from the Required Multicurrency Lenders that the Daily Simple RFR for the Affected Currency will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included in such RFR Borrowing; then the KEXIM Facility Administrative Agent shall give written notice thereof (a “Rate Determination Notice”or telephonic notice, promptly confirmed in writing) to the Borrower and KEXIM by telephone or telecopy the affected Lenders as promptly as practicable thereafter and, until thereafter. Until the KEXIM Facility Administrative Agent notifies shall notify the Borrower and KEXIM the Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical)exist, (i) during any Interest Election Request that requests the thirty conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Term Benchmark Borrowing or RFR Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (30unless prepaid) day period following such Rate Determination Notice (shall be continued as, or converted to, a Syndicated ABR Borrowing at the “Negotiation Period”) end of the KEXIM Facility Agent and the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for such KEXIM Direct Facility Loans which shall reflect the cost to KEXIM of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation applicable Interest Period, such Substitute Basis shall apply in lieu of LIBOR to all Interest Periods commencing on or after the first day of the affected Interest Period and (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Substitute Basis Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing, (iii) if the Affected Currency is not agreed upon during a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the Negotiation Period, Affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Borrower may elect to prepay Central Bank Rate for the KEXIM Direct Facility Loansapplicable Agreed Foreign Currency; provided, however, that if the Borrower does Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot elect so be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election shall either (1) be converted to prepay, KEXIM shall determine (and shall certify from time to time in a certificate delivered by KEXIM Term Benchmark Borrowing with a Term Benchmark Rate equal to the KEXIM Facility Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent setting forth determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in reasonable detail Dollars (in an amount equal to the basis Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the computation applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing 72 Revolving Credit Agreement denominated in Dollars (in an amount equal to the Dollar Equivalent of such amountAffected Currency) immediately in the rate basis reflecting case of an RFR Borrowing or, in the cost case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the Affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to KEXIM the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of funding applicable Interest Period; provided that, if the KEXIM Direct Facility Loans for Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period commencing on Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the first Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the affected current Interest PeriodPeriod for the applicable Term Benchmark Loan, until if earlier, the circumstances giving rise to such notice have ceased to apply and such rate basis Borrower shall be binding upon the Borrower and KEXIM and shall apply in lieu of LIBOR for the affected Interest Perioddeemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable.

Inability to Determine Interest Rates. (a) If, prior to the commencement of any Interest Period for any Eurocurrency Borrowing of a KEXIM Direct Facility Loan:Class (the Currency of such Borrowing herein called the “Affected Currency”): (ai) the KEXIM Facility Administrative Agent reasonably determines that shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for ascertaining LIBOR the Adjusted LIBO Rate for the Affected Currency (including, without limitation, because the Screen Rate is not available or published on a current basis) for such Interest Period; or (bii) the KEXIM Facility Administrative Agent is advised by KEXIM shall have received notice from the Required Lenders of such Class of Commitments that KEXIM has reasonably determined that LIBOR the Adjusted LIBO Rate for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to KEXIM such Lenders of making or maintaining its KEXIM Direct Facility their respective Loans included in such Borrowing for such Interest Period; then the KEXIM Facility Administrative Agent shall give written notice thereof (a “Rate Determination Notice”or telephonic notice, promptly confirmed in writing) to the Borrower and KEXIM by telephone or telecopy the affected Lenders as promptly as practicable thereafter and, until thereafter. Until the KEXIM Facility Administrative Agent notifies shall notify the Borrower and KEXIM the Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical)exist, (i) during any Interest Election Request that requests the thirty conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (30unless prepaid) day period following shall be continued as, or converted to, a Syndicated ABR Borrowing, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Eurocurrency Borrowing denominated in Dollars, such Rate Determination Notice Borrowing shall be made as a Syndicated ABR Borrowing and (iii) if the “Negotiation Period”Affected Currency is a Foreign Currency, then either, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective, or (B) the KEXIM Facility LIBO Rate for such Eurocurrency Borrowing shall be the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) above have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall negotiate endeavor to establish an alternate rate of interest to the Screen Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in good faith with a view the United States at such time, and shall enter into an amendment to agreeing upon a substitute this Agreement to reflect such alternate rate of interest rate basis and such other related changes to this Agreement as may be applicable (but for such KEXIM Direct Facility Loans which shall reflect the cost to KEXIM avoidance of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation Perioddoubt, such Substitute Basis related changes shall apply not include a reduction of the Extended Applicable Margin or Non-Extended Applicable Margin, as applicable). Notwithstanding 731105340 11299570 62 Revolving Credit Agreement anything to the contrary in lieu Section 9.02, such amendment shall become effective without any further action or consent of LIBOR any other party to all Interest Periods commencing on or after this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first day sentence of this Section 2.13(b), only to the affected extent the Screen Rate for the applicable currency and/or such Interest Period and is not available or published at such time on a current basis) (i) any Interest Election Request that requests the conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Substitute Basis Eurocurrency Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing and (iii) if the Affected Currency is not agreed upon during a Foreign Currency, then either, at the Negotiation PeriodBorrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Borrower Affected Currency shall be ineffective or (B) the LIBO Rate for such Eurocurrency Borrowing shall be the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may elect to prepay the KEXIM Direct Facility Loansselect in its reasonable discretion); provided, howeverthat, that if the Borrower does not elect so such alternate rate of interest shall be less than zero, such rate shall be deemed to prepay, KEXIM shall determine (and shall certify from time to time in a certificate delivered by KEXIM to the KEXIM Facility Agent setting forth in reasonable detail the basis of the computation of such amount) the rate basis reflecting the cost to KEXIM of funding the KEXIM Direct Facility Loans be zero for the Interest Period commencing on or after the first day purposes of the affected Interest Period, until the circumstances giving rise to such notice have ceased to apply and such rate basis shall be binding upon the Borrower and KEXIM and shall apply in lieu of LIBOR for the affected Interest Periodthis Agreement.

Inability to Determine Interest Rates. (a) If, prior to the commencement of any Interest Period for any Eurocurrency Borrowing of a KEXIM Direct Facility Loan:Class (the Currency of such Borrowing herein called the “Affected Currency”): (ai) the KEXIM Facility Administrative Agent reasonably determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining LIBOR the Adjusted LIBO Rate for the Affected Currency for such Interest Period; or (bii) the KEXIM Facility Administrative Agent is advised by KEXIM the Required Lenders of such Class that KEXIM has reasonably determined that LIBOR the Adjusted LIBO Rate for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to KEXIM such Lenders of making or maintaining its KEXIM Direct Facility their respective Loans included in such Borrowing for such Interest Period; then the KEXIM Facility Administrative Agent shall give notice thereof (a “Rate Determination Notice”) to the Borrower and KEXIM the affected Lenders by telephone or telecopy as promptly as practicable thereafter and, until the KEXIM Facility Administrative Agent notifies the Borrower and KEXIM such Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical)exist, (i) during any Interest Election Request that requests the thirty conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (30unless prepaid) day period following shall be continued as, or converted to, a Syndicated ABR Borrowing, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a 61 Second Amended and Restated Revolving Credit Agreement Eurocurrency Borrowing denominated in Dollars, such Rate Determination Notice Borrowing shall be made as a Syndicated ABR Borrowing and (iii) if the “Negotiation Period”Affected Currency is a Foreign Currency, then either, at the Borrower’s election, (A), any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective, or (B) the KEXIM Facility LIBO Rate for such Eurocurrency Borrowing shall be the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion), which each Lender shall provide to the Administrative Agent, and the Administrative Agent shall provide to the Borrower, within five (5) Business Days of the Borrower’s request to the Administrative Agent therefor; provided that any rate provided under this clause (B) shall expire, to the extent the Borrower has not elected to use such rate, on the date that is five (5) Business Days after the delivery by the Administrative Agent thereof. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) above have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall negotiate may, or in good faith with the case of the preceding clause (i) shall, endeavor to agree upon an alternate rate of interest to the Screen Rate that gives due consideration to the then prevailing market convention for determining a view to agreeing upon a substitute rate of interest rate basis for syndicated loans in the United States at such KEXIM Direct Facility Loans which shall reflect the cost to KEXIM of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) time, and if an alternate rate of interest is agreed, shall enter into an amendment to this Agreement to reflect such Substitute Basis is so agreed upon during alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the Negotiation Periodavoidance of doubt, such Substitute Basis related changes shall apply in lieu of LIBOR to all Interest Periods commencing on or after the first day not include a reduction of the affected Interest Period Applicable Margin); provided that, if such alternate rate of interest as so determined would be less than zero (0) percent, such rate shall be deemed to be zero (0) percent for purposes of this Agreement and (ii) if a Substitute Basis is not agreed upon during the Negotiation Period, the Borrower may elect to prepay the KEXIM Direct Facility Loans; provided, however, that if the Borrower does not elect so to prepay, KEXIM shall determine (and shall certify from time to time in a certificate delivered by KEXIM other Loan Documents. Notwithstanding anything to the KEXIM Facility contrary in Section 9.02, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent setting forth in reasonable detail the basis shall not have received, within five (5) Business Days of the computation date a copy of such amount) amendment is provided to the rate basis reflecting Lenders, a written notice from the cost to KEXIM of funding the KEXIM Direct Facility Loans for the Interest Period commencing on or after the first day of the affected Interest Period, until the circumstances giving rise Required Lenders stating that such Required Lenders object to such notice have ceased to apply and such rate basis shall be binding upon the Borrower and KEXIM and shall apply in lieu of LIBOR for the affected Interest Periodamendment.

Inability to Determine Interest Rates. If, (a) If prior to the commencement of any Interest Period for any Eurocurrency Borrowing of a KEXIM Direct Facility Loan:Class (the Currency of such Borrowing herein called the “Affected Currency”): (ai) the KEXIM Facility Administrative Agent reasonably determines that shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for ascertaining LIBOR the Adjusted LIBO Rate for the Affected Currency (including, without limitation, because the Screen Rate is not available or published on a current basis) for such Interest Period; or (bii) the KEXIM Facility Administrative Agent is advised by KEXIM shall have received notice from the Required Lenders of such Class of Commitments that KEXIM has reasonably determined that LIBOR the Adjusted LIBO Rate for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to KEXIM such Lenders of making or maintaining its KEXIM Direct Facility their respective Loans included in such Borrowing for such Interest Period; 49 Revolving Credit Agreement then the KEXIM Facility Administrative Agent shall give written notice thereof (a “Rate Determination Notice”or telephonic notice, promptly confirmed in writing) to the Borrower and KEXIM by telephone or telecopy the affected Lenders as promptly as practicable thereafter and, until thereafter. Until the KEXIM Facility Administrative Agent notifies shall notify the Borrower and KEXIM the Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical)exist, (i) during any Interest Election Request that requests the thirty (30) day period following such Rate Determination Notice (conversion of any Syndicated Borrowing to, or the “Negotiation Period”) continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing denominated in the KEXIM Facility Agent and Affected Currency shall be ineffective and, if the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for such KEXIM Direct Facility Loans which shall reflect the cost to KEXIM of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis Affected Currency is so agreed upon during the Negotiation PeriodDollars, such Substitute Basis Syndicated Borrowing (unless prepaid) shall apply in lieu of LIBOR to all Interest Periods commencing on be continued as, or after the first day of the affected Interest Period and converted to, a Syndicated ABR Borrowing, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Substitute Basis is not agreed upon during the Negotiation PeriodEurocurrency Borrowing denominated in Dollars, the Borrower may elect to prepay the KEXIM Direct Facility Loans; provided, however, that such Borrowing shall be made as a Syndicated ABR Borrowing and (iii) if the Borrower does not elect so to prepayAffected Currency is a Foreign Currency, KEXIM then either, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall determine be ineffective, or (and shall certify from time to time in a certificate delivered by KEXIM to the KEXIM Facility Agent setting forth in reasonable detail the basis of the computation of such amountB) the LIBO Rate for such Eurocurrency Borrowing shall be a rate basis reflecting quoted as being representative of the cost to KEXIM each Lender to fund its pro rata share of funding such Eurocurrency Borrowing (from whatever source and using whatever representative methodologies as such Lender may select in its reasonable discretion), which each Lender shall provide to the KEXIM Direct Facility Loans for Administrative Agent, and the Interest Period commencing Administrative Agent shall provide to the Borrower, within five (5) Business Days of the Borrower’s request to the Administrative Agent therefor; provided that any rate provided under this clause (B) shall expire, to the extent the Borrower has not elected to use such rate, on or the date that is five (5) Business Days after the first day of delivery by the affected Interest Period, until the circumstances giving rise to such notice have ceased to apply and such rate basis shall be binding upon the Borrower and KEXIM and shall apply in lieu of LIBOR for the affected Interest PeriodAdministrative Agent thereof.

Inability to Determine Interest Rates. IfSubject to Section 2.19, if (i) prior to the commencement of any Interest Period for any Term Benchmark Borrowing of a Class or (ii) at any time for a RFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): (i) (A) in the case of a Term Benchmark Borrowing, the Administrative Agent shall have determined (which determination shall be in good faith and shall be conclusive and binding upon the Borrower absent manifest error) that the Adjusted Term Benchmark Rate for the Affected Currency cannot be determined pursuant to the 75 767993213 21683072 definition thereof or (B) in the case of a RFR Borrowing, the Administrative Agent shall have determined (which determination shall be in good faith and shall be conclusive and binding upon the Borrower absent manifest error) that the Daily Simple RFR for the Affected Currency cannot be determined pursuant to the definition thereof; or (ii) (A) in the case of a Term Benchmark Borrowing, prior to the commencement of any Interest Period for a KEXIM Direct Facility Loan: (a) such Term Benchmark Borrowing in any applicable Currency, the KEXIM Facility Administrative Agent reasonably determines shall have received notice from the Required Lenders of such Class of Commitments that adequate and reasonable means do not exist the Adjusted Term Benchmark Rate for ascertaining LIBOR for such Interest Period; or (b) the KEXIM Facility Agent is advised by KEXIM that KEXIM has reasonably determined that LIBOR Affected Currency for such Interest Period will not adequately and fairly reflect the cost to KEXIM such Lenders of making making, funding or maintaining its KEXIM Direct Facility their respective Loans included in such Borrowing for such Interest PeriodPeriod or (B) in the case of a RFR Borrowing, at any time, the Administrative Agent shall have received notice from the Required Multicurrency Lenders that the Daily Simple RFR for the Affected Currency will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining the Loans included in such RFR Borrowing; then the KEXIM Facility Administrative Agent shall give written notice thereof (a “Rate Determination Notice”or telephonic notice, promptly confirmed in writing) to the Borrower and KEXIM by telephone or telecopy the affected Lenders as promptly as practicable thereafter and, until identifying the KEXIM Facility relevant provision above. Until the Administrative Agent notifies shall notify the Borrower and KEXIM the Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical)exist, (i) during any Interest Election Request that requests the thirty conversion of any Borrowing to, or the continuation of any Borrowing as, a Term Benchmark Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Borrowing (30unless prepaid) day period following such Rate Determination Notice (shall be continued as, or converted to, an ABR Borrowing at the “Negotiation Period”) end of the KEXIM Facility Agent and the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for such KEXIM Direct Facility Loans which shall reflect the cost to KEXIM of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation applicable Interest Period, such Substitute Basis shall apply in lieu of LIBOR to all Interest Periods commencing on or after the first day of the affected Interest Period and (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Substitute Basis Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the Affected Currency is not agreed upon during a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the Negotiation Period, Affected Currency shall be made as a Borrowing bearing interest at the Borrower may elect to prepay Central Bank Rate for the KEXIM Direct Facility Loansapplicable Agreed Foreign Currency; provided, however, that if the Borrower does Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot elect so be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election shall either (1) be converted to prepaya Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, KEXIM if the Administrative Agent determines (which determination shall determine be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (and shall certify from time to time in a certificate delivered by KEXIM an amount equal to the KEXIM Facility Agent setting forth Dollar Equivalent of such Affected Currency) immediately in reasonable detail the basis case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the computation applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such amountAffected Currency) immediately in the rate basis reflecting case of an RFR Borrowing or, in the cost case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be 767993213 21683072 prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the Affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to KEXIM the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of funding applicable Interest Period; provided, that if the KEXIM Direct Facility Loans for Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period commencing on Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the first Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the affected current Interest PeriodPeriod for the applicable Term Benchmark Loan, until if earlier, the circumstances giving rise to such notice have ceased to apply and such rate basis Borrower shall be binding upon the Borrower and KEXIM and shall apply in lieu of LIBOR for the affected Interest Perioddeemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable.

Inability to Determine Interest Rates. IfSubject to Section 2.22, if, prior to the commencement of any Interest Period for any Term Benchmark Borrowing of a KEXIM Direct Facility Loan:Class or at any time for an RFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): (a) (A) in the KEXIM Facility case of a Term Benchmark Borrowing, the Administrative Agent reasonably determines shall have determined (which determination shall be conclusive absent manifest error) the Adjusted Term Benchmark Rate for the Affected Currency cannot be determined pursuant to the definition thereof or (B) in the case of an RFR Borrowing, the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that adequate and reasonable means do the Daily Simple RFR for the Affected Currency cannot exist for ascertaining LIBOR for such Interest Periodbe determined pursuant to the definition thereof; or (b) (A) in the KEXIM Facility case of a Term Benchmark Borrowing, the Administrative Agent is advised by KEXIM shall have received notice from the Required Lenders of such Class of Commitments that KEXIM has reasonably determined that LIBOR the Adjusted Term Benchmark Rate for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to KEXIM such Lenders of making or maintaining its KEXIM Direct Facility their respective Loans included in such Borrowing for such Interest PeriodPeriod or (B) in the case of an RFR Borrowing, the Administrative Agent shall have received notice from the Required Multicurrency Lenders that the Daily Simple RFR for the Affected Currency will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included in such RFR Borrowing; then the KEXIM Facility Administrative Agent shall give written notice thereof (a “Rate Determination Notice”or telephonic notice, promptly confirmed in writing) to the Borrower and KEXIM by telephone or telecopy the affected Lenders as promptly as practicable thereafter and, until thereafter. Until the KEXIM Facility Administrative Agent notifies shall notify the Borrower and KEXIM the Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical)exist, (i) during any Interest Election Request that requests the thirty conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Term Benchmark Borrowing or RFR Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (30unless prepaid) day period following such Rate Determination Notice (shall be continued as, or converted to, a Syndicated ABR Borrowing at the “Negotiation Period”) end of the KEXIM Facility Agent and the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for such KEXIM Direct Facility Loans which shall reflect the cost to KEXIM of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation applicable Interest Period, such Substitute Basis shall apply in lieu of LIBOR to all Interest Periods commencing on or after the first day of the affected Interest Period and (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Substitute Basis Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing, (iii) if the Affected Currency is not agreed upon during a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the Negotiation Period, Affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Borrower may elect to prepay Central Bank Rate for the KEXIM Direct Facility Loansapplicable Agreed Foreign Currency; provided, however, that if the Borrower does Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot elect so be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election shall either (1) be converted to prepay, KEXIM shall determine (and shall certify from time to time in a certificate delivered by KEXIM Term Benchmark Borrowing with a Term Benchmark Rate equal to the KEXIM Facility Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent setting forth determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in reasonable detail Dollars (in an amount equal to the basis Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the computation applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such amountAffected Currency) immediately in the rate basis reflecting case of an RFR Borrowing or, in the cost case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the Affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to KEXIM the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of funding applicable Interest Period; provided that, if the KEXIM Direct Facility Loans for Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period commencing on Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three (3) Business Days after receipt by the first Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the affected current Interest PeriodPeriod for the applicable Term Benchmark Loan, until if earlier, the circumstances giving rise to such notice have ceased to apply and such rate basis Borrower shall be binding upon the Borrower and KEXIM and shall apply in lieu of LIBOR for the affected Interest Perioddeemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable.

Inability to Determine Interest Rates. If(a) Subject to paragraphs (b) through (f) below, if, prior to the commencement of any Interest Period for a KEXIM Direct Facility Loanany SOFR Borrowing: (ai) the KEXIM Facility Administrative Agent reasonably determines shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that adequate and reasonable means do “Adjusted Term SOFR” cannot exist for ascertaining LIBOR for such Interest Period; be determined pursuant to the definition thereof, or (bii) the KEXIM Facility Administrative Agent is advised by KEXIM shall have received notice from the Required Lenders that KEXIM has reasonably determined that LIBOR Adjusted Term SOFR for such Interest Period will not adequately and fairly reflect the cost to KEXIM such Lenders of making making, funding or maintaining its KEXIM Direct Facility their SOFR Loans for such Interest Period; then , then, in each case, the KEXIM Facility Administrative Agent shall give written notice thereof (a “Rate Determination Notice”or telephonic notice, promptly confirmed in writing) to the Borrower Representative and KEXIM by telephone or telecopy to the Lenders as promptly soon as practicable thereafter andthereafter. Upon notice thereof by the Administrative Agent to the Borrower Representative, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the KEXIM Facility Administrative Agent notifies the Borrower and KEXIM that the circumstances giving rise to revokes such notice no longer exist (which notice notice. Upon receipt of subsequent change in circumstances shall be given as promptly as practical)such notice, (i) during the thirty (30) day period following such Rate Determination Notice (the “Negotiation Period”) the KEXIM Facility Agent and the Borrower shall negotiate in good faith with Representative may revoke any pending request for a view borrowing of, conversion to agreeing upon a substitute interest rate basis for such KEXIM Direct Facility or continuation of SOFR Loans which shall reflect (to the cost to KEXIM of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation Period, such Substitute Basis shall apply in lieu of LIBOR to all Interest Periods commencing on or after the first day extent of the affected SOFR Loans or affected Interest Period Periods) or, failing that, the Borrower Representative will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) if a Substitute Basis is not agreed upon during any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the Negotiation end of the applicable Interest Period. Upon any such conversion, the Borrower may elect shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to prepay the KEXIM Direct Facility Loans; providedSection 2.17(c). Subject to paragraphs (b) through (f) below, however, that if the Borrower does Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot elect so to prepay, KEXIM shall determine (and shall certify from time to time in a certificate delivered by KEXIM be determined pursuant to the KEXIM Facility definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent setting forth in reasonable detail the basis without reference to clause (iii) of the computation definition of such amount) the rate basis reflecting the cost to KEXIM of funding the KEXIM Direct Facility Loans for the Interest Period commencing on or after the first day of the affected Interest Period, “Base Rate” until the circumstances giving rise to Administrative Agent revokes such notice have ceased to apply and such rate basis shall be binding upon the Borrower and KEXIM and shall apply in lieu of LIBOR for the affected Interest Perioddetermination.

Inability to Determine Interest Rates. If(a) Subject to Section 2.20, if prior to the commencement of any Interest Period for any Term Benchmark Borrowing of a KEXIM Direct Facility Loan:Class or at any time for a RFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): 61 Revolving Credit Agreement (ai) (A) in the KEXIM Facility case of a Term Benchmark Borrowing, the Administrative Agent reasonably determines shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that adequate and reasonable means do the Adjusted Term Benchmark Rate for the Affected Currency cannot exist for ascertaining LIBOR be determined pursuant to the definition thereof for such Interest PeriodPeriod or (B) in the case of a RFR Borrowing, the Administrative Agent determines the Administrative Agent determines that the Daily Simple RFR for the Affected Currency cannot be determined pursuant to the definition thereof; or (bii) (A) in the KEXIM Facility case of a Term Benchmark Borrowing, the Administrative Agent is advised by KEXIM shall have received notice from the Required Lenders of such Class of Commitments that KEXIM has reasonably determined that LIBOR the Adjusted Term Benchmark Rate for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to KEXIM such Lenders of making or maintaining its KEXIM Direct Facility their respective Loans included in such Borrowing for such Interest Period; Period or (B) in the case of a RFR Borrowing, the Administrative Agent shall have received notice from the Required Multicurrency Lenders that the Daily Simple RFR for the Affected Currency will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included in such RFR Borrowing, then the KEXIM Facility Administrative Agent shall give written notice thereof (a “Rate Determination Notice”or telephonic notice, promptly confirmed in writing) to the Borrower and KEXIM by telephone or telecopy the affected Lenders as promptly as practicable thereafter and, until thereafter. Until the KEXIM Facility Administrative Agent notifies shall notify the Borrower and KEXIM the Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical)exist, (i) during any Interest Election Request that requests the thirty conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Term Benchmark Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (30unless prepaid) day period following such Rate Determination Notice (shall be continued as, or converted to, a Syndicated ABR Borrowing at the “Negotiation Period”) end of the KEXIM Facility Agent and the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for such KEXIM Direct Facility Loans which shall reflect the cost to KEXIM of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation applicable Interest Period, such Substitute Basis shall apply in lieu of LIBOR to all Interest Periods commencing on or after the first day of the affected Interest Period and (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Substitute Basis Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing, (iii) if the Affected Currency is not agreed upon during a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the Negotiation Period, Affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Borrower may elect to prepay Central Bank Rate for the KEXIM Direct Facility Loansapplicable Agreed Foreign Currency; provided, however, that if the Borrower does Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot elect so be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election shall either (1) be converted to prepay, KEXIM shall determine (and shall certify from time to time in a certificate delivered by KEXIM Term Benchmark Borrowing with a Term Benchmark Rate equal to the KEXIM Facility Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent setting forth determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into a Syndicated ABR Borrowing denominated in reasonable detail Dollars (in an amount equal to the basis Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the computation applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such amountAffected Currency) immediately in the rate basis reflecting case of an RFR Borrowing or, in the cost case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the Affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to KEXIM the Canadian Prime Rate; provided, that if the 62 Revolving Credit Agreement Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of funding applicable Interest Period; provided that, if the KEXIM Direct Facility Loans for Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period commencing on Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the first Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the affected current Interest PeriodPeriod for the applicable Term Benchmark Loan, until if earlier, the circumstances giving rise to such notice have ceased to apply and such rate basis Borrower shall be binding upon the Borrower and KEXIM and shall apply in lieu of LIBOR for the affected Interest Perioddeemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable.

Inability to Determine Interest Rates. IfSubject to Section 2.20, if (i) prior to the commencement of any Interest Period for any Term Benchmark Borrowing of a KEXIM Direct Facility Loan:Class or (ii) at any time for a RFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): (aA) in the KEXIM Facility case of a Term Benchmark Borrowing, the Administrative Agent reasonably determines shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower absent manifest error) that adequate and reasonable means do the Adjusted Term Benchmark Rate for the Affected Currency cannot exist for ascertaining LIBOR be determined pursuant to the definition thereof for such Interest PeriodPeriod or (B) in the case of a RFR Borrowing, the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower absent manifest error) that the Daily Simple RFR for the Affected Currency cannot be determined pursuant to the definition thereof; or (bA) in the KEXIM Facility case of a Term Benchmark Borrowing, the Administrative Agent is advised by KEXIM shall have received notice from the Required Lenders of such Class of Commitments that KEXIM has reasonably determined that LIBOR the Adjusted Term Benchmark Rate for the Affected Currency for such Interest Period will DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780 not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining their respective Loans included in such Borrowing for such Interest Period or (B) in the case of a RFR Borrowing, the Administrative Agent shall have received notice from the Required Multicurrency Lenders that the Daily Simple RFR for the Affected Currency will not adequately and fairly reflect the cost to KEXIM such Lenders of making making, funding or maintaining its KEXIM Direct Facility the Loans for included in such Interest PeriodRFR Borrowing; then the KEXIM Facility Administrative Agent shall give written notice thereof (a “Rate Determination Notice”or telephonic notice, promptly confirmed in writing) to the Borrower and KEXIM by telephone or telecopy the affected Lenders as promptly as practicable thereafter and, until identifying the KEXIM Facility relevant provision above. Until the Administrative Agent notifies shall notify the Borrower and KEXIM the Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical)exist, (i) during any Interest Election Request that requests the thirty conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Term Benchmark Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (30unless prepaid) day period following such Rate Determination Notice (shall be continued as, or converted to, a Syndicated ABR Borrowing at the “Negotiation Period”) end of the KEXIM Facility Agent and the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for such KEXIM Direct Facility Loans which shall reflect the cost to KEXIM of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation applicable Interest Period, such Substitute Basis shall apply in lieu of LIBOR to all Interest Periods commencing on or after the first day of the affected Interest Period and (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Substitute Basis Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing, (iii) if the Affected Currency is not agreed upon during a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the Negotiation Period, Affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Borrower may elect to prepay Central Bank Rate for the KEXIM Direct Facility Loansapplicable Agreed Foreign Currency; provided, however, that if the Borrower does Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot elect so be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election shall either (1) be converted to prepaya Syndicated Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, KEXIM if the Administrative Agent determines (which determination shall determine be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into a Syndicated ABR Borrowing denominated in Dollars (and shall certify from time to time in a certificate delivered by KEXIM an amount equal to the KEXIM Facility Agent setting forth Dollar Equivalent of such Affected Currency) immediately in reasonable detail the basis case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the computation applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such amountAffected Currency) immediately in the rate basis reflecting case of an RFR Borrowing or, in the cost case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the Affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to KEXIM the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of funding applicable Interest Period; DOCVARIABLE #DNDocID \* MERGEFORMAT 765655780 provided that, if the KEXIM Direct Facility Loans for Administrative Agent determines, which determination shall be conclusive and biding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period commencing on Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the first Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the affected current Interest PeriodPeriod for the applicable Term Benchmark Loan, until if earlier, the circumstances giving rise to such notice have ceased to apply and such rate basis Borrower shall be binding upon the Borrower and KEXIM and shall apply in lieu of LIBOR for the affected Interest Perioddeemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable.

Inability to Determine Interest Rates. IfSubject to Section 2.19, if (i) prior to the commencement of any Interest Period for any Term Benchmark Borrowing of a Class or (ii) at any time for a RFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): (i) (A) in the case of a Term Benchmark Borrowing, the Administrative Agent shall have determined (which determination shall be in good faith and shall be conclusive and binding upon the Borrower absent manifest error) that the Adjusted Term Benchmark Rate for the Affected Currency cannot be determined pursuant to the definition thereof or (B) in the case of a RFR Borrowing, the Administrative Agent shall have determined (which determination shall be in good faith and shall be conclusive and binding upon the Borrower absent manifest error) that the Daily Simple RFR for the Affected Currency cannot be determined pursuant to the definition thereof; or (ii) (A) in the case of a Term Benchmark Borrowing, prior to the commencement of any Interest Period for a KEXIM Direct Facility Loan: (a) such Term Benchmark Borrowing in any applicable Currency, the KEXIM Facility Administrative Agent reasonably determines shall have received notice from the Required Lenders of such Class of Commitments that adequate and reasonable means do not exist the Adjusted Term Benchmark Rate for ascertaining LIBOR for such Interest Period; or (b) the KEXIM Facility Agent is advised by KEXIM that KEXIM has reasonably determined that LIBOR Affected Currency for such Interest Period will not adequately and fairly reflect the cost to KEXIM such Lenders of making making, funding or maintaining its KEXIM Direct Facility their respective Loans included in such Borrowing for such Interest PeriodPeriod or (B) in the case of a RFR Borrowing, at any time, the Administrative Agent shall have received notice from the Required Multicurrency Lenders that the Daily Simple RFR for the Affected Currency will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining the Loans included in such RFR Borrowing; then the KEXIM Facility Administrative Agent shall give written notice thereof (a “Rate Determination Notice”or telephonic notice, promptly confirmed in writing) to the Borrower and KEXIM by telephone or telecopy the affected Lenders as promptly as practicable thereafter and, until identifying the KEXIM Facility relevant provision above. Until the Administrative Agent notifies shall notify the Borrower and KEXIM the Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical)exist, (i) during any Interest Election Request that requests the thirty conversion of any Borrowing to, or the continuation of any Borrowing as, a Term Benchmark Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Borrowing (30unless prepaid) day period following such Rate Determination Notice (shall be continued as, or converted to, an ABR Borrowing at the “Negotiation Period”) end of the KEXIM Facility Agent and the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for such KEXIM Direct Facility Loans which shall reflect the cost to KEXIM of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation applicable Interest Period, such Substitute Basis shall apply in lieu of LIBOR to all Interest Periods commencing on or after the first day of the affected Interest Period and (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Substitute Basis Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the Affected Currency is not agreed upon during a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the Negotiation Period, Affected Currency shall be made as a Term Benchmark Borrowing bearing interest at thewith a Term Benchmark Rate equal to the Borrower may elect to prepay Central Bank Rate for the KEXIM Direct Facility Loansapplicable Agreed Foreign Currency; provided, however, that if the Borrower does Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot elect so be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election shall either (1) be converted to prepaya Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, KEXIM if the Administrative Agent determines (which determination shall determine be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (and shall certify from time to time in a certificate delivered by KEXIM an amount equal to the KEXIM Facility Agent setting forth Dollar Equivalent of such Affected Currency) immediately in reasonable detail the basis case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the computation applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such amountAffected Currency) immediately in the rate basis reflecting case of an RFR Borrowing or, in the cost case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the Affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to KEXIM the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of funding applicable Interest Period; provided, that if the KEXIM Direct Facility Loans for Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period commencing on Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the first Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the affected current Interest PeriodPeriod for the applicable Term Benchmark Loan, until if earlier, the circumstances giving rise to such notice have ceased to apply and such rate basis Borrower shall be binding upon the Borrower and KEXIM and shall apply in lieu of LIBOR for the affected Interest Perioddeemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable.

Inability to Determine Interest Rates. (a) If, prior to the commencement of any Interest Period for a KEXIM Direct Facility Loan: (ai) the KEXIM Facility Administrative Agent reasonably determines that shall have determined (which determination shall be conclusive and binding upon the Borrowers) that, by reason of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for ascertaining the LIBOR for such Interest Period; Index Rate (including, without limitation, because the Screen Rate is not available or published on a current basis), or (bii) the KEXIM Facility Administrative Agent is advised by KEXIM shall have received notice from the Required Lenders that KEXIM has reasonably determined that the LIBOR for such Interest Period Index Rate will not adequately and fairly reflect the cost to KEXIM such Lenders of making making, funding or maintaining its KEXIM Direct Facility Loans for such Interest Period; their LIBOR Index Rate Loans, then the KEXIM Facility Administrative Agent shall give written notice thereof (a “Rate Determination Notice”or telephonic notice, promptly confirmed in writing) to the Borrower Representative and KEXIM by telephone or telecopy to the Lenders as promptly soon as practicable thereafter and, until thereafter. Until the KEXIM Facility Administrative Agent notifies shall notify the Borrower Representative and KEXIM the Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical)exist, (i) during the thirty (30) day period following such Rate Determination Notice (the “Negotiation Period”) the KEXIM Facility Agent and the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for such KEXIM Direct Facility Loans which shall reflect the cost to KEXIM of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation Period, such Substitute Basis shall apply in lieu of LIBOR to all Interest Periods commencing on or after the first day obligations of the affected Interest Period Lenders to make LIBOR Index Rate Loans shall be suspended and (ii) all LIBOR Index Rate Loans shall be immediately converted into Base Rate Loans unless the Borrowers prepay such Loans in accordance with this Agreement. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Substitute Basis Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not agreed upon during received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Negotiation PeriodRequired Lenders. (c) Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that this clause (c) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower Representative a Term SOFR Notice. (d) In connection with the implementation of a Benchmark Replacement, the Borrower may elect Administrative Agent will have the right to prepay the KEXIM Direct Facility Loans; provided, however, that if the Borrower does not elect so to prepay, KEXIM shall determine (and shall certify make Benchmark Replacement Conforming Changes from time to time in a certificate delivered by KEXIM and, notwithstanding anything to the KEXIM Facility contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (e) The Administrative Agent setting forth will promptly notify the Borrower Representative and the Lenders of (i) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in reasonable detail Election, as applicable, and its related Benchmark Replacement Date, (ii) the basis implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of a Benchmark and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.18, including any determination with respect to a tenor, rate or adjustment or of the computation occurrence or non-occurrence of such amountan event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.18. (f) Upon the rate basis reflecting the cost to KEXIM Borrower Representative’s receipt of funding the KEXIM Direct Facility Loans for the Interest Period commencing on or after the first day notice of the affected Interest commencement of a Benchmark Unavailability Period, until the circumstances giving rise Borrowers may revoke any request for a LIBOR Index Rate Borrowing to be made during any Benchmark Unavailability Period and, failing that, the Borrowers will be deemed to have converted any such notice have ceased to apply and such rate basis shall be binding request into a request for a Borrowing of Base Rate Loans. During any Benchmark Unavailability Period, the component of Base Rate based upon the Borrower and KEXIM and shall apply then-current Benchmark will not be used in lieu any determination of LIBOR for the affected Interest PeriodBase Rate.

Inability to Determine Interest Rates. If, (a) If prior to the commencement of any Interest Period for any Eurocurrency Borrowing of a KEXIM Direct Facility Loan:Class (the Currency of such Borrowing herein called the “Affected Currency”): (ai) the KEXIM Facility Administrative Agent reasonably determines that shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for ascertaining LIBOR the Adjusted LIBO Rate for the Affected Currency (including, without limitation, because the Screen Rate is not available or published on a current basis) for such Interest Period; or (bii) the KEXIM Facility Administrative Agent is advised by KEXIM shall have received notice from the Required Lenders of such Class of Commitments that KEXIM has reasonably determined that LIBOR the Adjusted LIBO Rate for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to KEXIM such Lenders of making or maintaining its KEXIM Direct Facility their respective Loans included in such Borrowing for such Interest Period; then the KEXIM Facility Administrative Agent shall give written notice thereof (a “Rate Determination Notice”or telephonic notice, promptly confirmed in writing) to the Borrower and KEXIM by telephone or telecopy the affected Lenders as promptly as practicable thereafter and, until thereafter. Until the KEXIM Facility Administrative Agent notifies shall notify the Borrower and KEXIM the Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical)exist, (i) during any Interest Election Request that requests the thirty conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (30unless prepaid) day period following shall be continued as, or converted to, a Syndicated ABR Borrowing, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Eurocurrency Borrowing denominated in Dollars, such Rate Determination Notice Borrowing shall be made as a Syndicated ABR Borrowing and (iii) if the “Negotiation Period”Affected Currency is a Foreign Currency, then either, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective, or (B) the KEXIM Facility LIBO Rate for such Eurocurrency Borrowing shall be the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion), which each Lender shall provide to the Administrative Agent, and the Administrative Agent shall provide to the Borrower, within five (5) Business Days of the Borrower’s request to the Administrative Agent therefor; provided that any rate provided under this clause (B) shall expire, to the extent the Borrower has not elected to use such rate, on the date that is five (5) Business Days after the delivery by the Administrative Agent thereof. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) above have not arisen but 44 Revolving Credit Agreement the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall negotiate endeavor to establish an alternate rate of interest to the Screen Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in good faith with a view the United States at such time, and shall enter into an amendment to agreeing upon a substitute this Agreement to reflect such alternate rate of interest rate basis and such other related changes to this Agreement as may be applicable (but for such KEXIM Direct Facility Loans which shall reflect the cost to KEXIM avoidance of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation Perioddoubt, such Substitute Basis related changes shall apply not include a reduction of the Applicable Margin). Notwithstanding anything to the contrary in lieu Section 9.02, such amendment shall become effective without any further action or consent of LIBOR any other party to all Interest Periods commencing on or after this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first day sentence of this Section 2.13(b), only to the affected extent the Screen Rate for the applicable currency and/or such Interest Period and is not available or published at such time on a current basis) (i) any Interest Election Request that requests the conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Substitute Basis Eurocurrency Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing and (iii) if the Affected Currency is not agreed upon during a Foreign Currency, then either, at the Negotiation PeriodBorrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective or (B) the LIBO Rate for such Eurocurrency Borrowing shall be the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion), which each Lender shall provide to the Administrative Agent, and the Administrative Agent shall provide to the Borrower, within five (5) Business Days of the Borrower’s request to the Administrative Agent therefor; provided that any rate provided under this clause (B) shall expire, to the extent the Borrower may elect has not elected to prepay use such rate, on the KEXIM Direct Facility Loansdate that is five (5) Business Days after the delivery by the Administrative Agent thereof; provided, howeverthat, that if the Borrower does not elect so such alternate rate of interest shall be less than zero, such rate shall be deemed to prepay, KEXIM shall determine (and shall certify from time to time in a certificate delivered by KEXIM to the KEXIM Facility Agent setting forth in reasonable detail the basis of the computation of such amount) the rate basis reflecting the cost to KEXIM of funding the KEXIM Direct Facility Loans be zero for the Interest Period commencing on or after the first day purposes of the affected Interest Period, until the circumstances giving rise to such notice have ceased to apply and such rate basis shall be binding upon the Borrower and KEXIM and shall apply in lieu of LIBOR for the affected Interest Periodthis Agreement.

Inability to Determine Interest Rates. IfSubject to Section 2.22, if: (a) (i) prior to the commencement of any Interest Period for a KEXIM Direct Facility Loan: Term Benchmark Borrowing in any Currency, the Administrative Agent determines (awhich determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the KEXIM Facility applicable Adjusted Term Benchmark Rate (including, without limitation, because the applicable Screen Rate for such Currency for such Interest Period is not available or published on a current basis and such circumstances are unlikely to be temporary) for such Interest Period or (ii) at any time, for an RFR Borrowing, the Administrative Agent reasonably determines that adequate and reasonable means do not exist for ascertaining LIBOR for such Interest Periodthe Daily Simple RFR (each determination under this clause (a) shall be made in good faith and shall be conclusive absent manifest error); or (b) (i) prior to the KEXIM Facility commencement of any Interest Period for a Term Benchmark Borrowing in any Currency, the Administrative Agent is advised by KEXIM the Required Lenders of the applicable Class that KEXIM has reasonably determined that LIBOR the Adjusted Term Benchmark Rate for a Loan in such Currency or for the applicable Interest Period will not adequately and fairly reflect the cost to KEXIM such Lenders of making or maintaining its KEXIM Direct Facility the Loans included in such Borrowing for such Interest PeriodPeriod or (ii) at any time for an RFR Borrowing in any Currency, the Administrative Agent is advised by the Required Multicurrency Lenders that the Daily Simple RFR for a Loan in such Currency will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included in such Borrowing; DOCVARIABLE #DNDocID \* MERGEFORMAT 748401849 72 Second Amended and Restated Revolving Credit Agreement then the KEXIM Facility Administrative Agent shall give written notice thereof (a “Rate Determination Notice”or telephonic notice, promptly confirmed in writing) to the Borrower and KEXIM by telephone or telecopy the affected Lenders as promptly as practicable thereafter and, until identifying the KEXIM Facility relevant provision above. Until the Administrative Agent notifies shall notify the Borrower and KEXIM the Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical)exist, (i) during any Interest Election Request that requests the thirty conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Term Benchmark Borrowing denominated in the affected Currency shall be ineffective and, if the affected Currency is Dollars, such Syndicated Borrowing (30unless prepaid) day period following such Rate Determination Notice (shall be continued as, or converted to, a Syndicated ABR Borrowing at the “Negotiation Period”) end of the KEXIM Facility Agent and the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for such KEXIM Direct Facility Loans which shall reflect the cost to KEXIM of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation applicable Interest Period, such Substitute Basis shall apply in lieu of LIBOR to all Interest Periods commencing on or after the first day of the affected Interest Period and (ii) if the affected Currency is Dollars and any Borrowing Request requests a Substitute Basis Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing, (iii) if the affected Currency is not agreed upon during a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the Negotiation Period, affected Currency shall be made as a Borrowing bearing interest at the Borrower may elect to prepay Central Bank Rate for the KEXIM Direct Facility Loansapplicable Agreed Foreign Currency; provided, however, that if the Borrower does Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot elect so be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the affected Currency, at the Borrower’s election shall either (1) be converted to prepaya Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, KEXIM if the Administrative Agent determines (which determination shall determine be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (and shall certify from time to time in a certificate delivered by KEXIM an amount equal to the KEXIM Facility Agent setting forth Dollar Equivalent of such affected Currency) immediately in reasonable detail the basis case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the computation applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such amountaffected Currency) immediately in the rate basis reflecting case of an RFR Borrowing or, in the cost case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to KEXIM the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of funding applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the KEXIM Direct Facility Loans for Dollar Equivalent of such affected Currency) at the end of the applicable Interest Period commencing on Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the first Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the affected current Interest PeriodPeriod for the applicable Term Benchmark Loan, until if earlier, the circumstances giving rise to such notice have ceased to apply and such rate basis Borrower shall be binding upon the Borrower deemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable. DOCVARIABLE #DNDocID \* MERGEFORMAT 748401849 73 Second Amended and KEXIM and shall apply in lieu of LIBOR for the affected Interest Period.Restated Revolving Credit Agreement

Inability to Determine Interest Rates. If, (a) If prior to the commencement of any Interest Period for any Term Benchmark Borrowing of a KEXIM Direct Facility Loan:Class or at any time for a RFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): (ai) (A) in the KEXIM Facility case of a Term Benchmark Borrowing, the Administrative Agent reasonably determines shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower absent manifest error) that adequate and reasonable means do the Adjusted Term Benchmark Rate for the Affected Currency cannot exist for ascertaining LIBOR be determined pursuant to the definition thereof for such Interest PeriodPeriod or (B) in the case of a RFR Borrowing, the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower absent manifest error) that the Daily Simple RFR for the Affected Currency cannot be determined pursuant to the definition thereof; or (bii) (A) in the KEXIM Facility case of a Term Benchmark Borrowing, the Administrative Agent is advised by KEXIM shall have received notice from the Required Lenders of such Class of Commitments that KEXIM has reasonably determined that LIBOR the Adjusted Term Benchmark Rate for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to KEXIM such 72 Revolving Credit Agreement Lenders of making making, funding or maintaining its KEXIM Direct Facility their respective Loans included in such Borrowing for such Interest PeriodPeriod or (B) in the case of a RFR Borrowing, the Administrative Agent shall have received notice from the Required Multicurrency Lenders that the Daily Simple RFR for the Affected Currency will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining the Loans included in such RFR Borrowing; then the KEXIM Facility Administrative Agent shall give written notice thereof (a “Rate Determination Notice”or telephonic notice, promptly confirmed in writing) to the Borrower and KEXIM by telephone or telecopy the affected Lenders as promptly as practicable thereafter and, until thereafter. Until the KEXIM Facility Administrative Agent notifies shall notify the Borrower and KEXIM the Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical)exist, (i) during any Interest Election Request that requests the thirty conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Term Benchmark Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (30unless prepaid) day period following such Rate Determination Notice (shall be continued as, or converted to, a Syndicated ABR Borrowing at the “Negotiation Period”) end of the KEXIM Facility Agent and the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for such KEXIM Direct Facility Loans which shall reflect the cost to KEXIM of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation applicable Interest Period, such Substitute Basis shall apply in lieu of LIBOR to all Interest Periods commencing on or after the first day of the affected Interest Period and (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Substitute Basis Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing, (iii) if the Affected Currency is not agreed upon during a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the Negotiation Period, Affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Borrower may elect to prepay Central Bank Rate for the KEXIM Direct Facility Loansapplicable Agreed Foreign Currency; provided, however, that if the Borrower does Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot elect so be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election shall either (1) be converted to prepaya Syndicated Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, KEXIM if the Administrative Agent determines (which determination shall determine be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into a Syndicated ABR Borrowing denominated in Dollars (and shall certify from time to time in a certificate delivered by KEXIM an amount equal to the KEXIM Facility Agent setting forth Dollar Equivalent of such Affected Currency) immediately in reasonable detail the basis case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the computation of such amount) the rate basis reflecting the cost to KEXIM of funding the KEXIM Direct Facility Loans for the Interest Period commencing on or after the first day of the affected applicable Interest Period, until (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the circumstances giving rise to Dollar Equivalent of such notice have ceased to apply Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and such rate basis (iv) if the Affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding upon absent manifest error) that the Borrower Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and KEXIM and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall apply either (1) be converted to a Term Benchmark Borrowing denominated in lieu Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of LIBOR for the affected applicable Interest Period.; provided that, if the Administrative Agent determines, which determination shall be conclusive and biding absent manifest error) that the Canadian Prime Rate

Inability to Determine Interest Rates. IfSubject to Section 2.20, if (i) prior to the commencement of any Interest Period for any Term Benchmark Borrowing of a KEXIM Direct Facility Loan:Class or (ii) at any time for a RFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): (ai) (A) in the KEXIM Facility case of a Term Benchmark Borrowing, the Administrative Agent reasonably determines shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower absent manifest error) that adequate and reasonable means do the Adjusted Term Benchmark Rate for the Affected Currency cannot exist for ascertaining LIBOR be determined pursuant to the definition thereof for such Interest PeriodPeriod or (B) in the case of a RFR Borrowing, the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower absent manifest error) that the Daily Simple RFR for the Affected Currency cannot be determined pursuant to the definition thereof; or (bii) (A) in the KEXIM Facility case of a Term Benchmark Borrowing, the Administrative Agent is advised by KEXIM shall have received notice from the Required Lenders of such Class of Commitments that KEXIM has reasonably determined that LIBOR the Adjusted Term Benchmark Rate for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to KEXIM such Lenders of making making, funding or maintaining its KEXIM Direct Facility their respective Loans included in such Borrowing for such Interest PeriodPeriod or (B) in the case of a RFR Borrowing, the Administrative Agent shall have received notice from the Required Multicurrency Lenders that the Daily Simple RFR for the Affected Currency will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining the Loans included in such RFR Borrowing; then the KEXIM Facility Administrative Agent shall give written notice thereof (a “Rate Determination Notice”or telephonic notice, promptly confirmed in writing) to the Borrower and KEXIM by telephone or telecopy the affected Lenders as promptly as practicable thereafter and, until identifying the KEXIM Facility relevant provision above. Until the Administrative Agent notifies shall notify the Borrower and KEXIM the Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical)exist, (i) during any Interest Election Request that requests the thirty conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Term Benchmark Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (30unless prepaid) day period following such Rate Determination Notice (shall be continued as, or converted to, a Syndicated ABR Borrowing at the “Negotiation Period”) end of the KEXIM Facility Agent and the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for such KEXIM Direct Facility Loans which shall reflect the cost to KEXIM of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation applicable Interest Period, such Substitute Basis shall apply in lieu of LIBOR to all Interest Periods commencing on or after the first day of the affected Interest Period and (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Substitute Basis Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing, (iii) if the Affected Currency is not agreed upon during a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the Negotiation Period, Affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Borrower may elect to prepay Central Bank Rate for the KEXIM Direct Facility Loansapplicable Agreed Foreign Currency; provided, however, that if the Borrower does Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot elect so be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election shall either (1) be converted to prepaya Syndicated Borrowing bearing interest at the Central Bank Rate for the applicable Agreed Foreign Currency; provided that, KEXIM if the Administrative Agent determines (which determination shall determine be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into a Syndicated ABR Borrowing denominated in Dollars (and shall certify from time to time in a certificate delivered by KEXIM an amount equal to the KEXIM Facility Agent setting forth Dollar Equivalent of such Affected Currency) immediately in reasonable detail the basis case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the computation applicable Interest Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such amountAffected Currency) immediately in the rate basis reflecting case of an RFR Borrowing or, in the cost case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the Affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Syndicated Term Benchmark Borrowing with a Term Benchmark Rate equal to KEXIM the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of funding applicable Interest Period; provided that, if the KEXIM Direct Facility Loans for Administrative Agent determines, which determination shall be conclusive and biding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period commencing on Period, (2) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the first Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the affected current Interest PeriodPeriod for the applicable Term Benchmark Loan, until if earlier, the circumstances giving rise to such notice have ceased to apply and such rate basis Borrower shall be binding upon the Borrower and KEXIM and shall apply in lieu of LIBOR for the affected Interest Perioddeemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable.

Inability to Determine Interest Rates. If, (a) If prior to the commencement of any Interest Period for any Eurocurrency Borrowing of a KEXIM Direct Facility Loan:Class (the Currency of such Borrowing herein called the “Affected Currency”): (ai) the KEXIM Facility Administrative Agent reasonably determines that shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for ascertaining LIBOR the Adjusted LIBO Rate for the Affected Currency (including, 63 Revolving Credit Agreement without limitation, because the Screen Rate is not available or published on a current basis) for such Interest Period; or (bii) the KEXIM Facility Administrative Agent is advised by KEXIM shall have received notice from the Required Lenders of such Class of Commitments that KEXIM has reasonably determined that LIBOR the Adjusted LIBO Rate for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to KEXIM such Lenders of making or maintaining its KEXIM Direct Facility their respective Loans included in such Borrowing for such Interest Period; then the KEXIM Facility Administrative Agent shall give written notice thereof (a “Rate Determination Notice”or telephonic notice, promptly confirmed in writing) to the Borrower and KEXIM by telephone or telecopy the affected Lenders as promptly as practicable thereafter and, until thereafter. Until the KEXIM Facility Administrative Agent notifies shall notify the Borrower and KEXIM the Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical)exist, (i) during any Interest Election Request that requests the thirty (30) day period following such Rate Determination Notice (conversion of any Syndicated Borrowing to, or the “Negotiation Period”) continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing denominated in the KEXIM Facility Agent and Affected Currency shall be ineffective and, if the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for such KEXIM Direct Facility Loans which shall reflect the cost to KEXIM of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis Affected Currency is so agreed upon during the Negotiation PeriodDollars, such Substitute Basis Syndicated Borrowing (unless prepaid) shall apply in lieu of LIBOR to all Interest Periods commencing on be continued as, or after the first day of the affected Interest Period and converted to, a Syndicated ABR Borrowing, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Substitute Basis is not agreed upon during the Negotiation PeriodEurocurrency Borrowing denominated in Dollars, the Borrower may elect to prepay the KEXIM Direct Facility Loans; provided, however, that such Borrowing shall be made as a Syndicated ABR Borrowing and (iii) if the Borrower does not elect so to prepayAffected Currency is a Foreign Currency, KEXIM then either, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall determine be ineffective, or (and shall certify from time to time in a certificate delivered by KEXIM to the KEXIM Facility Agent setting forth in reasonable detail the basis of the computation of such amountB) the LIBO Rate for such Eurocurrency Borrowing shall be a rate basis reflecting quoted as being representative of the cost to KEXIM each Lender to fund its pro rata share of funding such Eurocurrency Borrowing (from whatever source and using whatever representative methodologies as such Lender may select in its reasonable discretion), which each Lender shall provide to the KEXIM Direct Facility Loans for Administrative Agent, and the Interest Period commencing Administrative Agent shall provide to the Borrower, within five (5) Business Days of the Borrower’s request to the Administrative Agent therefor; provided that any rate provided under this clause (B) shall expire, to the extent the Borrower has not elected to use such rate, on or the date that is five (5) Business Days after the first day of delivery by the affected Interest Period, until the circumstances giving rise to such notice have ceased to apply and such rate basis shall be binding upon the Borrower and KEXIM and shall apply in lieu of LIBOR for the affected Interest PeriodAdministrative Agent thereof.

Inability to Determine Interest Rates. IfSubject to Section 2.20, if prior to the commencement of any Interest Period for any Term Benchmark Borrowing of a KEXIM Direct Facility Loan: Class or at any time for a RFR Borrowing (athe Currency of such Borrowing herein called the “Affected Currency”): (i) (A) in the KEXIM Facility case of a Term Benchmark Borrowing, the Administrative Agent reasonably determines shall have determined (which determination shall be in good faith and conclusive and binding upon the Borrower absent manifest error) that adequate and reasonable means do the Adjusted Term Benchmark Rate for the Affected Currency cannot exist for ascertaining LIBOR be 67 Revolving Credit Agreement determined pursuant to the definition thereof for such Interest PeriodPeriod or (B) in the case of a RFR Borrowing, the Administrative Agent shall have determined (which determination shall be in good faith and conclusive and binding upon the Borrower absent manifest error) that the Daily Simple RFR for the Affected Currency cannot be determined pursuant to the definition thereof; or or (bii) (A) in the KEXIM Facility case of a Term Benchmark Borrowing, the Administrative Agent is advised by KEXIM shall have received notice from the Required Lenders of such Class of Commitments that KEXIM has reasonably determined that LIBOR the Adjusted Term Benchmark Rate for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to KEXIM such Lenders of making making, funding or maintaining its KEXIM Direct Facility their respective Loans included in such Borrowing for such Interest PeriodPeriod or (B) in the case of a RFR Borrowing, the Administrative Agent shall have received notice from the Required Multicurrency Lenders that the Daily Simple RFR for the Affected Currency will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining the Loans included in such RFR Borrowing; then the KEXIM Facility Administrative Agent shall give written notice thereof (a “Rate Determination Notice”or telephonic notice, promptly confirmed in writing) to the Borrower and KEXIM by telephone or telecopy the affected Lenders as promptly as practicable thereafter and, until thereafter. Until the KEXIM Facility Administrative Agent notifies shall notify the Borrower and KEXIM the Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical)exist, (i) during any Interest Election Request that requests the thirty conversion of any Borrowing to, or the continuation of any Borrowing as, a Term Benchmark Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Borrowing (30unless prepaid) day period following such Rate Determination Notice (shall be continued as, or converted to, an ABR Borrowing at the “Negotiation Period”) end of the KEXIM Facility Agent and the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for such KEXIM Direct Facility Loans which shall reflect the cost to KEXIM of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation applicable Interest Period, such Substitute Basis shall apply in lieu of LIBOR to all Interest Periods commencing on or after the first day of the affected Interest Period and (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Substitute Basis Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the Affected Currency is not agreed upon during a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the Negotiation Period, Affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Borrower may elect to prepay Central Bank Rate for the KEXIM Direct Facility Loansapplicable Agreed Foreign Currency; provided, however, that if the Borrower does Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot elect so be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election shall either (1) be converted to prepay, KEXIM shall determine (and shall certify from time to time in a certificate delivered by KEXIM Term Benchmark Borrowing with a Term Benchmark Rate equal to the KEXIM Facility Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent setting forth determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in reasonable detail Dollars (in an amount equal to the basis Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the computation applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such amountAffected Currency) immediately in the rate basis reflecting case of an RFR Borrowing or, in the cost case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the Affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to KEXIM the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of funding applicable Interest Period; provided that, if the KEXIM Direct Facility Loans for Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period commencing on Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the first Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the affected current Interest PeriodPeriod for the applicable Term Benchmark Loan, until if earlier, the circumstances giving rise to such notice have ceased to apply and such rate basis Borrower shall be binding upon the Borrower and KEXIM and shall apply in lieu of LIBOR for the affected Interest Perioddeemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable.

Inability to Determine Interest Rates. If(a) Subject to paragraphs (b) through (f) below, if, prior to the commencement of any Interest Period for a KEXIM Direct Facility Loanany SOFR Borrowing: (ai) the KEXIM Facility Administrative Agent reasonably determines shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that adequate and reasonable means do “Adjusted Term SOFR” cannot exist for ascertaining LIBOR for such Interest Period; be determined pursuant to the definition thereof, or (b) a. the KEXIM Facility Administrative Agent is advised by KEXIM shall have received notice from the Required Lenders that KEXIM has reasonably determined that LIBOR Adjusted Term SOFR for such Interest Period will not adequately and fairly reflect the cost to KEXIM such Lenders of making making, funding or maintaining its KEXIM Direct Facility their SOFR Loans for such Interest Period; then , then, in each case, the KEXIM Facility Administrative Agent shall give written notice thereof (a “Rate Determination Notice”or telephonic notice, promptly confirmed in writing) to the Borrower Representative and KEXIM by telephone or telecopy to the Lenders as promptly soon as practicable thereafter andthereafter. Upon notice thereof by the Administrative Agent to the Borrower Representative, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans or to convert Base Rate Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the KEXIM Facility Administrative Agent notifies the Borrower and KEXIM that the circumstances giving rise to revokes such notice no longer exist (which notice notice. Upon receipt of subsequent change in circumstances shall be given as promptly as practical)such notice, (i) during the thirty (30) day period following such Rate Determination Notice (the “Negotiation Period”) the KEXIM Facility Agent and the Borrower shall negotiate in good faith with Representative may revoke any pending request for a view borrowing of, conversion to agreeing upon a substitute interest rate basis for such KEXIM Direct Facility or continuation of SOFR Loans which shall reflect (to the cost to KEXIM of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation Period, such Substitute Basis shall apply in lieu of LIBOR to all Interest Periods commencing on or after the first day extent of the affected SOFR Loans or affected Interest Period Periods) or, failing that, the Borrower Representative will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans in the amount specified therein and (ii) if a Substitute Basis is not agreed upon during any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans at the Negotiation end of the applicable Interest Period. Upon any such conversion, the Borrower may elect shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to prepay the KEXIM Direct Facility Loans; providedSection 2.17(c). Subject to paragraphs (b) through (f) below, however, that if the Borrower does Administrative Agent determines (which determination NAI-1537228099v31537241654v2 shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot elect so to prepay, KEXIM shall determine (and shall certify from time to time in a certificate delivered by KEXIM be determined pursuant to the KEXIM Facility definition thereof on any given day, the interest rate on Base Rate Loans shall be determined by the Administrative Agent setting forth in reasonable detail the basis without reference to clause (iii) of the computation definition of such amount) the rate basis reflecting the cost to KEXIM of funding the KEXIM Direct Facility Loans for the Interest Period commencing on or after the first day of the affected Interest Period, “Base Rate” until the circumstances giving rise to Administrative Agent revokes such notice have ceased to apply and such rate basis shall be binding upon the Borrower and KEXIM and shall apply in lieu of LIBOR for the affected Interest Perioddetermination.

Inability to Determine Interest Rates. If, (a) If prior to the commencement of any Interest Period for any Eurocurrency Borrowing of a KEXIM Direct Facility Loan:Class or at any time for a RFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): (ai) (A) in the KEXIM Facility case of a Eurocurrency Borrowing, the Administrative Agent reasonably shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for ascertaining the Adjusted Eurocurrency Rate for the Affected Currency (including, without limitation, because the applicable Screen Rate is not available or published on a current basis) for such Interest Period or (B) in the case of a RFR Borrowing, the Administrative Agent determines that adequate and reasonable means do not exist for ascertaining LIBOR the Daily Simple RFR for such Interest Periodthe Affected Currency; or (bii) (A) in the KEXIM Facility case of a Eurocurrency Borrowing, the Administrative Agent is advised by KEXIM shall have received notice from the Required Lenders of such Class of Commitments that KEXIM has reasonably determined that LIBOR the Adjusted Eurocurrency Rate for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to KEXIM such Lenders of making making, funding or maintaining its KEXIM Direct Facility their respective Loans included in such Borrowing for such Interest PeriodPeriod or (B) in the case of a RFR Borrowing, the Administrative Agent shall have received notice from the Required Multicurrency Lenders that the Daily Simple RFR for the Affected Currency will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining the Loans included in such RFR Borrowing; then the KEXIM Facility Administrative Agent shall give written notice thereof (a “Rate Determination Notice”or telephonic notice, promptly confirmed in writing) to the Borrower and KEXIM by telephone or telecopy the affected Lenders as promptly as practicable thereafter and, until identifying the KEXIM Facility relevant provision above. Until the Administrative Agent notifies shall notify the Borrower and KEXIM the Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical)exist, (i) during any Interest Election Request that requests the thirty (30) day period following such Rate Determination Notice (conversion of any Borrowing to, or the “Negotiation Period”) continuation of any Borrowing as, a Eurocurrency Borrowing denominated in the KEXIM Facility Agent and Affected Currency shall be ineffective and, if the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for such KEXIM Direct Facility Loans which shall reflect the cost to KEXIM of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis Affected Currency is so agreed upon during the Negotiation PeriodDollars, such Substitute Basis Borrowing (unless prepaid) shall apply in lieu of LIBOR to all Interest Periods commencing on be continued as, or after the first day of the affected Interest Period and converted to, an ABR Borrowing, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Substitute Basis is not agreed upon during the Negotiation PeriodEurocurrency Borrowing denominated in Dollars, the Borrower may elect to prepay the KEXIM Direct Facility Loans; provided, however, that such Borrowing shall be made as an ABR Borrowing and (iii) if the Borrower does not elect so to prepayAffected Currency is a Foreign Currency, KEXIM then either, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing or RFR Borrowing denominated in the Affected Currency shall determine be ineffective, or (and shall certify from time to time in a certificate delivered by KEXIM to the KEXIM Facility Agent setting forth in reasonable detail the basis of the computation of such amountB) the Eurocurrency Rate for such Eurocurrency Borrowing or the Daily Simple RFR for such RFR Borrowing shall be a rate basis reflecting quoted as being representative of the cost to KEXIM each Lender to fund its pro rata share of funding such Eurocurrency Borrowing or RFR Borrowing, as applicable (from whatever source and using whatever representative methodologies as such Lender may select in its reasonable discretion), which each Lender shall provide to the KEXIM Direct Facility Loans for Administrative Agent, and the Interest Period commencing Administrative Agent shall provide to the Borrower, within five (5) Business Days of the Borrower’s request to the Administrative Agent therefor; provided that any rate provided under this clause (B) shall expire, to the extent the Borrower has not elected to use such rate, on or the date that is five (5) Business Days after the first day of delivery by the affected Interest Period, until the circumstances giving rise to such notice have ceased to apply and such rate basis shall be binding upon the Borrower and KEXIM and shall apply in lieu of LIBOR for the affected Interest PeriodAdministrative Agent thereof.

Inability to Determine Interest Rates. If, prior to the commencement of any Interest Period for a KEXIM Direct Facility Loan: (a) In the KEXIM Facility Agent reasonably event Lender determines in its sole discretion on a particular date (the “Determination Date”) that adequate and reasonable means do Lender cannot exist make, fund, or maintain a loan based upon the London Interbank Offered Rate (provided a Benchmark Transition Event has not occurred) or the Benchmark Replacement, as applicable, for ascertaining LIBOR any reason, including without limitation illegality or the inability to ascertain or determine said rate on the basis provided for such Interest Period; or (b) the KEXIM Facility Agent is advised by KEXIM that KEXIM has reasonably determined that LIBOR for such Interest Period will not adequately and fairly reflect the cost to KEXIM of making or maintaining its KEXIM Direct Facility Loans for such Interest Period; herein, then the KEXIM Facility Agent Lender shall give notice thereof (to Borrower Agent of such determination and thereafter will have no obligation to make, fund or maintain a “Rate loan based on such index. Upon such Determination Notice”) Date, the interest rate shall convert to the Borrower Base Rate for purposes of any fundings or advances requested by Borrowers and KEXIM by telephone or telecopy as promptly as practicable thereafter shall apply to any outstanding balance and, until thereafter, the KEXIM Facility Agent notifies interest rate on LMIR Loans shall adjust simultaneously with any fluctuation in the Borrower and KEXIM Base Rate. In the event Lender determines that the circumstances giving rise to such a notice no longer exist (which pursuant to this Section have ended, Lender shall provide notice of same at which time the interest rate will revert to the prior rate based upon the London Interbank Offered Rate (provided a Benchmark Transition Event has not occurred) or the Benchmark Replacement, as applicable, plus the margin over the index described in this Agreement, subject to any minimum or floor rate provided for in the Loan Documents. (b) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then, (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, in connection with a Benchmark Transition Event, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent change Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in circumstances shall accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, or in connection with an Early Opt-in Election, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. - 45 - 6597425.v16 0000-0000-0000 v2 (Charlotte, North Carolina) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Borrower Agent without any amendment to this Agreement or any other Loan Document, or further action or consent of any Borrower. (c) In connection with the implementation of a Benchmark Replacement, Lender will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any Borrower. (d) Lender will promptly notify Borrower Agent of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.10(e) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be given as promptly as practicalmade by Lender pursuant to Section 2.10, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any Borrower. (e) Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) during if the thirty then-current Benchmark is a term rate (30including Term SOFR or LMIR) day period following and either (A) any tenor for such Rate Determination Notice Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by Lender in its reasonable discretion or (the “Negotiation Period”B) the KEXIM Facility Agent and regulatory supervisor for the Borrower shall negotiate in good faith with administrator of such Benchmark has provided a view to agreeing upon a substitute interest rate basis public statement or publication of information announcing that any tenor for such KEXIM Direct Facility Loans which shall reflect Benchmark is or will be no longer representative, then Lender may modify the cost to KEXIM definition of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation Interest Period, such Substitute Basis shall apply in lieu of LIBOR to all Interest Periods commencing on ” for any Benchmark settings at or after the first day of the affected Interest Period such time to remove such unavailable or non-representative tenor and (ii) if a Substitute Basis tenor that was removed pursuant to clause (i) above either (A) is not agreed upon during subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then Lender may modify the Negotiation definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. (f) Upon the Borrower Agent’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower Borrowers may elect revoke any request for an advance based upon LMIR, conversion to prepay or continuation of loans based upon LMIR to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the KEXIM Direct Facility Loans; provided, however, that if the Borrower does not elect so Borrowers will be deemed to prepay, KEXIM shall determine (and shall certify from time to time in have converted any such request into a certificate delivered by KEXIM request for a borrowing of or conversion to the KEXIM Facility Agent setting forth in reasonable detail the basis of the computation of such amount) the rate basis reflecting the cost to KEXIM of funding the KEXIM Direct Facility Loans Base Rate. During any Benchmark Unavailability Period or at any time that a tenor for the Interest Period commencing on or after then-current Benchmark is not an Available Tenor, the first day component of the affected Interest Period, until the circumstances giving rise to such notice have ceased to apply and such rate basis shall be binding Base Rate based upon the Borrower and KEXIM and shall apply then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in lieu any determination of LIBOR for the affected Interest PeriodBase Rate.

Inability to Determine Interest Rates. IfSubject to Section 2.21, if, prior to the commencement of any Interest Period for any Term Benchmark Borrowing of a KEXIM Direct Facility Loan:Class or at any time for an RFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): (aA) in the case of a Term Benchmark Borrowing, the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) the KEXIM Facility Adjusted Term Benchmark Rate for the Affected Currency cannot be determined pursuant to the definition thereof or (B) in the case of an RFR Borrowing, the Administrative Agent reasonably determines shall have determined (which determination shall be conclusive absent manifest error) that adequate and reasonable means do the Daily Simple RFR for the Affected Currency cannot exist for ascertaining LIBOR for such Interest Periodbe determined pursuant to the definition thereof; or (bA) in the KEXIM Facility case of a Term Benchmark Borrowing, the Administrative Agent is advised by KEXIM shall have received notice from the Required Lenders of such Class of Commitments that KEXIM has reasonably determined that LIBOR the Adjusted Term Benchmark Rate for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to KEXIM such Lenders of making or maintaining its KEXIM Direct Facility their respective Loans included in such Borrowing for such Interest PeriodPeriod or (B) in the case of an RFR Borrowing, the Administrative Agent shall have received notice from the Required Multicurrency Lenders that the Daily Simple RFR for the Affected Currency will not adequately and fairly reflect the cost to such Lenders of making or maintaining the Loans included in such RFR Borrowing; then the KEXIM Facility Administrative Agent shall give written notice thereof (a “Rate Determination Notice”or telephonic notice, promptly confirmed in writing) to the Borrower and KEXIM by telephone or telecopy the affected Lenders as promptly as practicable thereafter and, until thereafter. Until the KEXIM Facility Administrative Agent notifies shall notify the Borrower and KEXIM the Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical)exist, (i) during any Interest Election Request that requests the thirty conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Term Benchmark Borrowing or RFR Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (30unless prepaid) day period following such Rate Determination Notice (shall be continued as, or converted to, a Syndicated ABR Borrowing at the “Negotiation Period”) end of the KEXIM Facility Agent and the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for such KEXIM Direct Facility Loans which shall reflect the cost to KEXIM of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation applicable Interest Period, such Substitute Basis shall apply in lieu of LIBOR to all Interest Periods commencing on or after the first day of the affected Interest Period and (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Substitute Basis Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing, and (iii) if the Affected Currency is not agreed upon during a Foreign Currency, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the Negotiation Affected Currency shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election shall either (1) be converted into a Syndicated ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (2) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three (3) Business Days after receipt by the Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the current Interest Period for the applicable Term Benchmark Loan, if earlier, the Borrower may elect to prepay the KEXIM Direct Facility Loans; provided, however, that if the Borrower does not elect so to prepay, KEXIM shall determine (and shall certify from time to time in a certificate delivered by KEXIM to the KEXIM Facility Agent setting forth in reasonable detail the basis of the computation of such amount) the rate basis reflecting the cost to KEXIM of funding the KEXIM Direct Facility Loans for the Interest Period commencing on or after the first day of the affected Interest Period, until the circumstances giving rise to such notice have ceased to apply and such rate basis shall be binding upon the Borrower and KEXIM and shall apply in lieu of LIBOR for the affected Interest Perioddeemed to have elected clause (1) above.

Inability to Determine Interest Rates. If, (a) If prior to the commencement of any Interest Period for any Eurocurrency Borrowing of a KEXIM Direct Facility Loan:Class (the Currency of such Borrowing herein called the “Affected Currency”): (ai) the KEXIM Facility Administrative Agent reasonably determines that shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for ascertaining LIBOR the Adjusted LIBO Rate for the Affected Currency (including, without limitation, because the Screen Rate is not available or published on a current basis) for such Interest Period; or (bii) the KEXIM Facility Administrative Agent is advised by KEXIM shall have received notice from the Required Lenders of such Class of Commitments that KEXIM has reasonably determined that LIBOR the Adjusted LIBO Rate for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to KEXIM such Lenders of making or maintaining its KEXIM Direct Facility their respective Loans included in such Borrowing for such Interest Period; then the KEXIM Facility Administrative Agent shall give written notice thereof (a “Rate Determination Notice”or telephonic notice, promptly confirmed in writing) to the Borrower and KEXIM by telephone or telecopy the affected Lenders as promptly as practicable thereafter and, until thereafter. Until the KEXIM Facility Administrative Agent notifies shall notify the Borrower and KEXIM the Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical)exist, (i) during any Interest Election Request that requests the thirty (30) day period following such Rate Determination Notice (conversion of any Syndicated Borrowing to, or the “Negotiation Period”) continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing denominated in the KEXIM Facility Agent and Affected Currency shall be ineffective and, if the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for such KEXIM Direct Facility Loans which shall reflect the cost to KEXIM of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis Affected Currency is so agreed upon during the Negotiation PeriodDollars, such Substitute Basis Syndicated Borrowing (unless prepaid) shall apply in lieu of LIBOR to all Interest Periods commencing on be continued as, or after the first day of the affected Interest Period and converted to, a Syndicated ABR Borrowing, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Substitute Basis is not agreed upon during the Negotiation PeriodEurocurrency Borrowing denominated in Dollars, the Borrower may elect to prepay the KEXIM Direct Facility Loans; provided, however, that such Borrowing shall be made as a Syndicated ABR Borrowing and (iii) if the Borrower does not elect so to prepayAffected Currency is a Foreign Currency, KEXIM then either, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall determine be ineffective, or (and shall certify from time to time in a certificate delivered by KEXIM to the KEXIM Facility Agent setting forth in reasonable detail the basis of the computation of such amountB) the LIBO Rate for such Eurocurrency Borrowing shall be a rate basis reflecting quoted as being representative of the cost to KEXIM each Lender to fund its pro rata share of funding such Eurocurrency Borrowing (from whatever source and using whatever representative methodologies as such Lender may select in its reasonable discretion), which each Lender shall provide to the KEXIM Direct Facility Loans for Administrative Agent, and the Interest Period commencing Administrative Agent shall provide to the Borrower, within five (5) Business Days of the Borrower’s request to the Administrative Agent therefor; provided that any rate provided under this clause (B) shall expire, to the extent the Borrower has not elected to use such rate, on or the date that is five (5) Business Days after the first day of delivery by the affected Interest Period, until the circumstances giving rise to such notice have ceased to apply and such rate basis shall be binding upon the Borrower and KEXIM and shall apply in lieu of LIBOR for the affected Interest Period.Administrative Agent thereof. 67 Revolving Credit Agreement

Inability to Determine Interest Rates. (a) If, prior to the commencement of any Interest Period for any Eurocurrency Borrowing of a KEXIM Direct Facility Loan:Class (the Currency of such Borrowing herein called the “Affected Currency”): (ai) the KEXIM Facility Administrative Agent reasonably determines that shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for ascertaining LIBOR the Adjusted LIBO Rate for the Affected Currency (including, without limitation, because the Screen Rate is not available or published on a current basis) for such Interest Period; or (bii) the KEXIM Facility Administrative Agent is advised by KEXIM shall have received notice from the Required Lenders of such Class of Commitments that KEXIM has reasonably determined that LIBOR the Adjusted LIBO Rate for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to KEXIM such Lenders of making or maintaining its KEXIM Direct Facility their respective Loans included in such Borrowing for such Interest Period; then the KEXIM Facility Administrative Agent shall give written notice thereof (a “Rate Determination Notice”or telephonic notice, promptly confirmed in writing) to the Borrower and KEXIM by telephone or telecopy the affected Lenders as promptly as practicable thereafter and, until thereafter. Until the KEXIM Facility Administrative Agent notifies shall notify the Borrower and KEXIM the Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical)exist, (i) during any Interest Election Request that requests the thirty conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (30unless prepaid) day period following shall be continued as, or converted to, a Syndicated ABR Borrowing, (ii) if the Affected 63 Revolving Credit Agreement Currency is Dollars and any Borrowing Request requests a Eurocurrency Borrowing denominated in Dollars, such Rate Determination Notice Borrowing shall be made as a Syndicated ABR Borrowing and (iii) if the “Negotiation Period”Affected Currency is a Foreign Currency, then either, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective, or (B) the KEXIM Facility LIBO Rate for such Eurocurrency Borrowing shall be the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion). (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) above have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall negotiate endeavor to establish an alternate rate of interest to the Screen Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in good faith with a view the United States at such time, and shall enter into an amendment to agreeing upon a substitute this Agreement to reflect such alternate rate of interest rate basis and such other related changes to this Agreement as may be applicable (but for such KEXIM Direct Facility Loans which shall reflect the cost to KEXIM avoidance of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation Perioddoubt, such Substitute Basis related changes shall apply not include a reduction of the Extended Applicable Margin or Non-Extended Applicable Margin, as applicable). Notwithstanding anything to the contrary in lieu Section 9.02, such amendment shall become effective without any further action or consent of LIBOR any other party to all Interest Periods commencing on or after this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first day sentence of this Section 2.13(b), only to the affected extent the Screen Rate for the applicable currency and/or such Interest Period and is not available or published at such time on a current basis) (i) any Interest Election Request that requests the conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Substitute Basis Eurocurrency Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing and (iii) if the Affected Currency is not agreed upon during a Foreign Currency, then either, at the Negotiation PeriodBorrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Borrower Affected Currency shall be ineffective or (B) the LIBO Rate for such Eurocurrency Borrowing shall be the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may elect to prepay the KEXIM Direct Facility Loansselect in its reasonable discretion); provided, howeverthat, that if the Borrower does not elect so such alternate rate of interest shall be less than zero, such rate shall be deemed to prepay, KEXIM shall determine (and shall certify from time to time in a certificate delivered by KEXIM to the KEXIM Facility Agent setting forth in reasonable detail the basis of the computation of such amount) the rate basis reflecting the cost to KEXIM of funding the KEXIM Direct Facility Loans be zero for the Interest Period commencing on or after the first day purposes of the affected Interest Period, until the circumstances giving rise to such notice have ceased to apply and such rate basis shall be binding upon the Borrower and KEXIM and shall apply in lieu of LIBOR for the affected Interest Period.this Agreement. 64 Revolving Credit Agreement

Inability to Determine Interest Rates. If, (a) If prior to the commencement of any Interest Period for any Eurocurrency Borrowing of a KEXIM Direct Facility Loan:Class (the Currency of such Borrowing herein called the “Affected Currency”): (ai) the KEXIM Facility Administrative Agent reasonably determines that shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for ascertaining LIBOR the Adjusted LIBO Rate for the Affected Currency (including, without limitation, because the Screen Rate is not available or published on a current basis) for such Interest Period; or (bii) the KEXIM Facility Administrative Agent is advised by KEXIM shall have received notice from the Required Lenders of such Class of Commitments that KEXIM has reasonably determined that LIBOR the Adjusted LIBO Rate for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to KEXIM such Lenders of making or maintaining its KEXIM Direct Facility their respective Loans included in such Borrowing for such Interest Period; then the KEXIM Facility Administrative Agent shall give written notice thereof (a “Rate Determination Notice”or telephonic notice, promptly confirmed in writing) to the Borrower and KEXIM by telephone or telecopy the affected Lenders as promptly as practicable thereafter and, until thereafter. Until the KEXIM Facility Administrative Agent notifies shall notify the Borrower and KEXIM the Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical)exist, (i) during any Interest Election Request that requests the thirty conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (30unless prepaid) day period following shall be continued as, or converted to, a Syndicated ABR Borrowing, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Eurocurrency Borrowing denominated in Dollars, such Rate Determination Notice Borrowing shall be made as a Syndicated ABR Borrowing and (iii) if the “Negotiation Period”Affected Currency is a Foreign Currency, then either, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective, or (B) the KEXIM Facility LIBO Rate for such Eurocurrency Borrowing shall be the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion), which each Lender shall provide to the Administrative Agent, and the Administrative Agent shall provide to the Borrower, within five (5) Business Days of the Borrower’s request to the Administrative Agent therefor; provided that any rate provided under this clause (B) shall expire, to the extent the Borrower has not elected to use such rate, on the date that is five (5) Business Days after the delivery by the Administrative Agent thereof. (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) above have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall negotiate endeavor to establish an alternate rate of interest to the Screen Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in good faith with a view the United States at such time, and shall enter into an amendment to agreeing upon a substitute this Agreement to reflect such alternate rate of interest rate basis and such other related changes to this Agreement as may be applicable (but for such KEXIM Direct Facility Loans which shall reflect the cost to KEXIM avoidance of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation Perioddoubt, such Substitute Basis related changes shall apply not include a reduction of the Applicable Margin). Notwithstanding anything to the contrary in lieu Section 9.02, such amendment shall become effective without any further action or consent of LIBOR any other party to all Interest Periods commencing on or after this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date that a draft of such amendment is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first day sentence of this Section 2.13(b), only to the affected extent the Screen Rate for the applicable currency and/or such Interest Period and is not available or published at such time on a current basis) (i) any Interest Election Request that requests the conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Substitute Basis Eurocurrency Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing and (iii) if the Affected Currency is not agreed upon during a Foreign Currency, then either, at the Negotiation PeriodBorrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective or (B) the LIBO Rate for such Eurocurrency Borrowing shall be the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion), which each Lender shall provide to the Administrative Agent, and the Administrative Agent shall provide to the Borrower, within five (5) Business Days of the Borrower’s request to the Administrative Agent therefor; provided that any rate provided under this clause (B) shall expire, to the extent the Borrower may elect has not elected to prepay use such rate, on the KEXIM Direct Facility Loansdate that is five (5) Business Days after the delivery by the Administrative Agent thereof; provided, howeverthat, that if the Borrower does not elect so such alternate rate of interest shall be less than zero, such rate shall be deemed to prepay, KEXIM shall determine (and shall certify from time to time in a certificate delivered by KEXIM to the KEXIM Facility Agent setting forth in reasonable detail the basis of the computation of such amount) the rate basis reflecting the cost to KEXIM of funding the KEXIM Direct Facility Loans be zero for the Interest Period commencing on or after the first day purposes of the affected Interest Period, until the circumstances giving rise to such notice have ceased to apply and such rate basis shall be binding upon the Borrower and KEXIM and shall apply in lieu of LIBOR for the affected Interest Periodthis Agreement.

Inability to Determine Interest Rates. IfSubject to Section 2.20, if prior to the commencement of any Interest Period for any Term Benchmark Borrowing of a KEXIM Direct Facility Loan:Class or at any time for a RFR Borrowing (the Currency of such Borrowing herein called the “Affected Currency”): (ai) (A) in the KEXIM Facility case of a Term Benchmark Borrowing, the Administrative Agent reasonably determines shall have determined (which determination shall be in good faith and conclusive and binding upon the Borrower absent manifest error) that adequate and reasonable means do the Adjusted Term Benchmark Rate for the Affected Currency cannot exist for ascertaining LIBOR be determined pursuant to the definition thereof for such Interest PeriodPeriod or (B) in the case of a RFR Borrowing, the Administrative Agent shall have determined (which determination shall be in good faith and conclusive and binding upon the Borrower absent manifest error) that the Daily Simple RFR for the Affected Currency cannot be determined pursuant to the definition thereof; or (bii) (A) in the KEXIM Facility case of a Term Benchmark Borrowing, the Administrative Agent is advised by KEXIM shall have received notice from the Required Lenders of such Class of Commitments that KEXIM has reasonably determined that LIBOR the Adjusted Term Benchmark Rate for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to KEXIM such Lenders of making making, funding or maintaining its KEXIM Direct Facility their respective Loans included in such Borrowing for such Interest PeriodPeriod or (B) in the case of a RFR Borrowing, the Administrative Agent shall have received notice from the Required Multicurrency Lenders that the Daily Simple RFR for the Affected Currency will not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining the Loans included in such RFR Borrowing; then the KEXIM Facility Administrative Agent shall give written notice thereof (a “Rate Determination Notice”or telephonic notice, promptly confirmed in writing) to the Borrower and KEXIM by telephone or telecopy the affected Lenders as promptly as practicable thereafter and, until thereafter. Until the KEXIM Facility Administrative Agent notifies shall notify the Borrower and KEXIM the Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical)exist, (i) during any Interest Election Request that requests the thirty conversion of any Borrowing to, or the continuation of any Borrowing as, a Term Benchmark Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Borrowing (30unless prepaid) day period following such Rate Determination Notice (shall be continued as, or converted to, an ABR Borrowing at the “Negotiation Period”) end of the KEXIM Facility Agent and the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for such KEXIM Direct Facility Loans which shall reflect the cost to KEXIM of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation applicable Interest Period, such Substitute Basis shall apply in lieu of LIBOR to all Interest Periods commencing on or after the first day of the affected Interest Period and (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Substitute Basis Term Benchmark Borrowing denominated in Dollars, such Borrowing shall be made as an ABR Borrowing, (iii) if the Affected Currency is not agreed upon during a Foreign Currency other than Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing or RFR Borrowing denominated in the Negotiation Period, Affected Currency shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to the Borrower may elect to prepay Central Bank Rate for the KEXIM Direct Facility Loansapplicable Agreed Foreign Currency; provided, however, that if the Borrower does Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot elect so be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing or RFR Borrowing in the Affected Currency, at the Borrower’s election shall either (1) be converted to prepay, KEXIM shall determine (and shall certify from time to time in a certificate delivered by KEXIM Term Benchmark Borrowing with a Term Benchmark Rate equal to the KEXIM Facility Central Bank Rate for the applicable Agreed Foreign Currency; provided that, if the Administrative Agent setting forth determines (which determination shall be conclusive and binding absent manifest error) that the Central Bank Rate for the applicable Agreed Foreign Currency cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in reasonable detail Dollars (in an amount equal to the basis Dollar 82 Revolving Credit Agreement Equivalent of such Affected Currency) immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the computation applicable Interest Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such amountAffected Currency) immediately in the rate basis reflecting case of an RFR Borrowing or, in the cost case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, or (3) be prepaid in full immediately in the case of an RFR Borrowing or, in the case of a Term Benchmark Borrowing, at the end of the applicable Interest Period, and (iv) if the Affected Currency is Canadian Dollars, (A) any Borrowing Request that requests a Term Benchmark Borrowing denominated in Canadian Dollars shall be made as a Term Benchmark Borrowing with a Term Benchmark Rate equal to KEXIM the Canadian Prime Rate; provided, that if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing Request shall be ineffective, and (B) any outstanding Term Benchmark Borrowing in Canadian Dollars, at the Borrower’s election, shall either (1) be converted to a Term Benchmark Borrowing denominated in Canadian Dollars with a Term Benchmark Rate equal to the Canadian Prime Rate at the end of funding applicable Interest Period; provided that, if the KEXIM Direct Facility Loans for Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the Canadian Prime Rate cannot be determined, such Borrowing shall be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period commencing on Period, (2) be converted into an ABR Borrowing denominated in Dollars (in an amount equal to the Dollar Equivalent of such Affected Currency) at the end of the applicable Interest Period, or (3) be prepaid in full at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three Business Days after receipt by the first Borrower of such notice or, in the case of a Term Benchmark Borrowing, the last day of the affected current Interest PeriodPeriod for the applicable Term Benchmark Loan, until if earlier, the circumstances giving rise to such notice have ceased to apply and such rate basis Borrower shall be binding upon the Borrower and KEXIM and shall apply in lieu of LIBOR for the affected Interest Perioddeemed to have elected clause (iii)(B)(1) or (iv)(B)(1) above, as applicable.

Inability to Determine Interest Rates. If, (a) If prior to the commencement of any Interest Period for any Eurocurrency Borrowing of a KEXIM Direct Facility Loan:Class (the Currency of such Borrowing herein called the “Affected Currency”): (ai) the KEXIM Facility Administrative Agent reasonably determines that shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for ascertaining LIBOR the Adjusted LIBO Rate for the Affected Currency (including, without limitation, because the Screen Rate is not available or published on a current basis) for such Interest Period; or (bii) the KEXIM Facility Administrative Agent is advised by KEXIM shall have received notice from the Required Lenders of such Class of Commitments that KEXIM has reasonably determined that LIBOR the Adjusted LIBO Rate for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to KEXIM such Lenders of making or maintaining its KEXIM Direct Facility their respective Loans included in such Borrowing for such Interest Period; then the KEXIM Facility Administrative Agent shall give written notice thereof (a “Rate Determination Notice”or telephonic notice, promptly confirmed in writing) to the Borrower and KEXIM by telephone or telecopy the affected Lenders as promptly as practicable thereafter and, until thereafter. Until the KEXIM Facility Administrative Agent notifies shall notify the Borrower and KEXIM the Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical)exist, (i) during any Interest Election Request that requests the thirty conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (30unless prepaid) day period following shall be continued as, or converted to, a Syndicated ABR Borrowing, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Eurocurrency Borrowing denominated in Dollars, such Rate Determination Notice Borrowing shall be made as a Syndicated ABR Borrowing and (iii) if the “Negotiation Period”Affected Currency is a Foreign Currency, then either, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective, or (B) the KEXIM Facility LIBO Rate for such Eurocurrency Borrowing shall be the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion), which each Lender shall provide to the Administrative Agent, and the Administrative Agent shall provide to the Borrower, within five (5) Business Days of the Borrower’s request to the Administrative Agent therefor; provided that any rate provided under this clause (B) shall expire, to the extent the Borrower has not elected to use such rate, on the date that is five (5) Business Days after the delivery by the Administrative Agent thereof. 60 Revolving Credit Agreement (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) above have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) above have not arisen but the supervisor for the administrator of the Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the Screen Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall negotiate endeavor to establish an alternate rate of interest to the Screen Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in good faith with a view the United States at such time, and shall enter into an amendment to agreeing upon a substitute this Agreement to reflect such alternate rate of interest rate basis and such other related changes to this Agreement as may be applicable (but for such KEXIM Direct Facility Loans which shall reflect the cost to KEXIM avoidance of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation Perioddoubt, such Substitute Basis related changes shall apply not include a reduction of the Applicable Margin). Notwithstanding anything to the contrary in lieu Section 9.02, such amendment shall become effective without any further action or consent of LIBOR any other party to all Interest Periods commencing on or after this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date that a draft of such amendment is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first day sentence of this Section 2.13(b), only to the affected extent the Screen Rate for the applicable currency and/or such Interest Period and is not available or published at such time on a current basis) (i) any Interest Election Request that requests the conversion of any Syndicated Borrowing to, or the continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective and, if the Affected Currency is Dollars, such Syndicated Borrowing (unless prepaid) shall be continued as, or converted to, a Syndicated ABR Borrowing, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Substitute Basis Eurocurrency Borrowing denominated in Dollars, such Borrowing shall be made as a Syndicated ABR Borrowing and (iii) if the Affected Currency is not agreed upon during a Foreign Currency, then either, at the Negotiation PeriodBorrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall be ineffective or (B) the LIBO Rate for such Eurocurrency Borrowing shall be the cost to each Lender to fund its pro rata share of such Eurocurrency Borrowing (from whatever source and using whatever methodologies as such Lender may select in its reasonable discretion), which each Lender shall provide to the Administrative Agent, and the Administrative Agent shall provide to the Borrower, within five (5) Business Days of the Borrower’s request to the Administrative Agent therefor; provided that any rate provided under this clause (B) shall expire, to the extent the Borrower may elect has not elected to prepay use such rate, on the KEXIM Direct Facility Loansdate that is five (5) Business Days after the delivery by the Administrative Agent thereof; provided, howeverthat, that if the Borrower does not elect so such alternate rate of interest shall be less than zero, such rate shall be deemed to prepay, KEXIM shall determine (and shall certify from time to time in a certificate delivered by KEXIM to the KEXIM Facility Agent setting forth in reasonable detail the basis of the computation of such amount) the rate basis reflecting the cost to KEXIM of funding the KEXIM Direct Facility Loans be zero for the Interest Period commencing on or after the first day purposes of the affected Interest Period, until the circumstances giving rise to such notice have ceased to apply and such rate basis shall be binding upon the Borrower and KEXIM and shall apply in lieu of LIBOR for the affected Interest Periodthis Agreement.

Inability to Determine Interest Rates. If, prior to the commencement of any Interest Period for any Eurocurrency Borrowing of a KEXIM Direct Facility Loan:Class (the Currency of such Borrowing herein called the “Affected Currency”): (a) the KEXIM Facility Administrative Agent reasonably determines that shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that, by reason of circumstances affecting the relevant interbank market, adequate and reasonable means do not exist for ascertaining LIBOR the Adjusted LIBO Rate for the Affected Currency (including, without limitation, because the Screen Rate is not available or published on a current basis) for such Interest Period; or (b) the KEXIM Facility Administrative Agent is advised by KEXIM shall have received notice from the Required Lenders of such Class of Commitments that KEXIM has reasonably determined that LIBOR the Adjusted LIBO Rate for the Affected Currency for such Interest Period will not adequately and fairly reflect the cost to KEXIM such Lenders of making or maintaining its KEXIM Direct Facility their respective Loans included in such Borrowing for such Interest Period; then the KEXIM Facility Administrative Agent shall give written notice thereof (a “Rate Determination Notice”or telephonic notice, promptly confirmed in writing) to the Borrower and KEXIM by telephone or telecopy the affected Lenders as promptly as practicable thereafter and, until thereafter. Until the KEXIM Facility Administrative Agent notifies shall notify the Borrower and KEXIM the Lenders that the circumstances giving rise to such notice no longer exist (which notice of subsequent change in circumstances shall be given as promptly as practical)exist, (i) during any Interest Election Request that requests the thirty (30) day period following such Rate Determination Notice (conversion of any Syndicated Borrowing to, or the “Negotiation Period”) continuation of any Syndicated Borrowing as, a Eurocurrency Borrowing denominated in the KEXIM Facility Agent and Affected Currency shall be ineffective and, if the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for such KEXIM Direct Facility Loans which shall reflect the cost to KEXIM of funding the KEXIM Direct Facility Loans from alternative sources (a “Substitute Basis”) and if such Substitute Basis Affected Currency is so agreed upon during the Negotiation PeriodDollars, such Substitute Basis Syndicated Borrowing (unless prepaid) shall apply in lieu of LIBOR to all Interest Periods commencing on be continued as, or after the first day of the affected Interest Period and converted to, a Syndicated ABR Borrowing, (ii) if the Affected Currency is Dollars and any Borrowing Request requests a Substitute Basis is not agreed upon during the Negotiation PeriodEurocurrency Borrowing denominated in Dollars, the Borrower may elect to prepay the KEXIM Direct Facility Loans; provided, however, that such Borrowing shall be made as a Syndicated ABR Borrowing and (iii) if the Borrower does not elect so to prepayAffected Currency is a Foreign Currency, KEXIM then either, at the Borrower’s election, (A) any Borrowing Request that requests a Eurocurrency Borrowing denominated in the Affected Currency shall determine be ineffective, or (and shall certify from time to time in a certificate delivered by KEXIM to the KEXIM Facility Agent setting forth in reasonable detail the basis of the computation of such amountB) the rate basis reflecting LIBO Rate for such Eurocurrency Borrowing shall be the cost to KEXIM each Lender to fund its pro rata share of funding the KEXIM Direct Facility Loans for the Interest Period commencing on or after the first day of the affected Interest Period, until the circumstances giving rise to such notice have ceased to apply Eurocurrency Borrowing (from whatever source and using whatever methodologies as such rate basis shall be binding upon the Borrower and KEXIM and shall apply Lender may select in lieu of LIBOR for the affected Interest Periodits reasonable discretion).