Common use of ESG Adjustments Clause in Contracts

ESG Adjustments. (a) After the Second Amendment Effective Date, the Borrower, in consultation with the Sustainability Structuring Agent, shall be entitled, but shall not be required, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its Subsidiaries. The Sustainability Structuring Agent and the Borrower may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrower and the Sustainability Structuring Agent. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Adjustments”) to the Applicable Margin applicable to the Revolving Credit Facility (and as it applies to the fees payable on the Letters of Credit) will be made (but no adjustments shall be permitted to the Facility Fee); provided that such adjustments shall be made in two steps based on two appropriate KPIs and that the amount of all such adjustments shall not exceed a decrease of 0.02% per annum. The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Margin Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower and the Sustainability Structuring Agent (each acting reasonably). Following the effectiveness of any ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin or the Facility Fee to a level not otherwise permitted by this Section 2.25. (b) The Sustainability Structuring Agent will assist the Borrower in (i) determining the ESG Pricing Provisions in connection with any ESG Amendment and (ii) preparing informational materials focused on ESG to be used in connection with any ESG Amendment. (c) This Section 2.25 shall supersede any provisions in Section 10.1 to the contrary.

ESG Adjustments. (a) After the Second Amendment Effective Date, the The Borrower, in consultation with the Sustainability Structuring AgentCoordinator, shall be entitled, but shall not be requiredin its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its Subsidiaries. The Sustainability Structuring Agent Coordinator and the Borrower Borrower, with the consent of the Required Lenders, may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrower and the Sustainability Structuring Agent. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Adjustments”) to the otherwise applicable Applicable Margin applicable to the Revolving for Term SOFR Advances, ABR Advances, Letter of Credit Facility (Participation Fees, and as it applies to the fees payable on the Letters of Credit) will be made (but no adjustments shall be permitted to the Facility Fee)Fee may be made; provided that such adjustments shall be made in two steps based on two appropriate KPIs and provided, that the amount of all such adjustments shall not exceed a (i) in the case of the Applicable Margin for the Facility Fee, an increase and/or decrease of 0.005% for any one KPI, or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Margin for Term SOFR Advances, ABR Advances, and Letter of Credit Participation Fees, an increase and/or decrease of 0.02% per annumfor any one KPI, or 0.04% in the aggregate for all KPIs; provided, that, in no event shall the Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, or the Facility Fee be less than zero. The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Margin Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower and the Sustainability Structuring Agent Coordinator (each acting reasonably). Following the effectiveness of any an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, or the Facility Fee to a level not otherwise permitted by this Section 2.252.14(a). (b) The Sustainability Structuring Agent Coordinator will (i) assist the Borrower in (i) determining the ESG Pricing Provisions in connection with any the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with any the ESG Amendment. (c) This Section 2.25 2.14 shall supersede any provisions in Section 10.1 11.1 to the contrary.

ESG Adjustments. (a) After the Second Fifth Amendment Effective Closing Date, the BorrowerKBR, in consultation with the Sustainability Structuring AgentCoordinators, shall be entitled, but shall not be requiredin its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower KBR and its Restricted Subsidiaries. The Sustainability Structuring Agent Coordinators and the Borrower KBR may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth tenth (5th10th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Pro Rata Lenders and the Borrower KBR unless, prior to such time, Pro Rata Lenders comprising the Required Pro Rata Lenders have delivered to the Administrative Agent (who shall promptly notify the BorrowerKBR) written notice that such Required Pro Rata Lenders object to such ESG Amendment. In the event that Required Pro Rata Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated in accordance with the consent of the Required Lendersprovisions above. The Sustainability Coordinators and KBR may enter into multiple ESG Amendments, the Borrower and the Sustainability Structuring Agentbut no ESG Amendment shall amend any provisions put in place by prior ESG Amendments. Upon the effectiveness of any such ESG Amendment, based on the BorrowerKBR’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin applicable Rate (other than with respect to the Revolving Term B Facility, which shall not be affected by any such ESG Applicable Rate Adjustment) for Term SOFR Loans, Alternative Currency Loans, Base Rate Loans, Letter of Credit Facility (Fees, and as it applies to the fees payable on the Letters of Credit) Commitment Fee will be made (but no adjustments shall be permitted to the Facility Fee)made; provided that such adjustments shall be made in two steps based on two appropriate KPIs and that (i) the amount of all such adjustments shall not exceed a (x) in the case of the Applicable Rate for the Commitment Fee, an increase and/or decrease of 0.020.01% per annumannum and (y) in the case of the Applicable Rate for Term SOFR Loans, Alternative Currency Loans, Base Rate Loans, and Letter of Credit Fees, an increase and/or decrease of 0.05% per annum and (ii) in no event shall the Applicable Rate for Term SOFR Loans, Alternative Currency Loans, Base Rate Loans, Letter of Credit Fees or the Commitment Fee be less than zero. The KPIs, the BorrowerKBR’s performance against the KPIs, and any related ESG Applicable Margin Rate Pricing Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower KBR and the Sustainability Structuring Agent Coordinators (each acting reasonably). Following the effectiveness of any ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Pro Rata Lenders so long as such modification does not have the effect of reducing the Applicable Margin Rate for Term SOFR Loans, Alternative Currency Loans, Base Rate Loans, Letter of Credit Fees or the Facility Commitment Fee to a level not otherwise permitted by this Section 2.252.19(a). (b) The Sustainability Structuring Agent Coordinators will assist the Borrower KBR in (i) determining the ESG Pricing Provisions in connection with any ESG Amendment and (ii) preparing informational materials focused on ESG to be used in connection with any ESG Amendment. (c) This Section 2.25 2.19 shall supersede any provisions in Section 10.1 10.01 to the contrary.

ESG Adjustments. (a) After Prior to the Second Amendment Effective twelve month anniversary of the Closing Date, the , (i) Borrower, in consultation with Administrative Agent and the Sustainability Structuring AgentCoordinator, shall be entitled, but shall not be required, to may in its sole discretion establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its Subsidiaries. The Administrative Agent, the Sustainability Structuring Agent Coordinator and the Borrower may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement. No later than three Business Days before the posting of such proposed ESG Amendment to the Lenders and Borrower, Borrower shall deliver to the Lenders a lender presentation in regard to the ESG and any such amendment KPIs. Any ESG Amendment shall become effective at 5:00 p.m. on the fifth (5th) 10th Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrower and the Sustainability Structuring Agent. Coordinator. (ii) Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise Applicable Margin applicable to the Revolving Credit Facility (and as it applies to the fees payable on the Letters of Credit) will be made made; (but no adjustments shall be permitted to x) in the Facility case of the Applicable Margin for the Commitment Fee); provided that such adjustments shall be made in two steps based on two appropriate KPIs and that the amount of all such adjustments shall not exceed a , an increase and/or decrease of 0.020.01% per annum and (y) in the case of the Applicable Margin for Loans and L/C Fees, an increase and/or decrease of 0.05% per annum. For the avoidance of doubt the ESG Applicable Rate Adjustments shall not be cumulative year-over-year. (iii) The KPIs, the BorrowerXxxxxxxx’s performance against the KPIs, and any related ESG Applicable Margin Rate Adjustments resulting therefrom, will be determined based on certain Borrower certificates, reports and other documents, in each case, setting forth the calculation calculation, certification, verification and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles Principles, (and as further amended, revised or updated from time to time) and to be mutually agreed between the Borrower Borrower, Administrative Agent and the Sustainability Structuring Agent Coordinator (each acting reasonably). . (b) Following the effectiveness of any an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of Borrower, Administrative Agent, the Sustainability Coordinator and the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin or the Facility Fee to a level not otherwise permitted by this Section 2.252.19. (bc) The Sustainability Structuring Agent Coordinator will assist the Borrower in (i) determining the ESG Pricing Provisions in connection with any ESG Amendment and (ii) preparing informational materials focused on ESG to be used in connection with any ESG Amendment. (cd) This Section 2.25 2.19 shall supersede any provisions in Section 10.1 11.11 to the contrary.

ESG Adjustments. (a) After the Second Amendment Effective Closing Date, the Borrower, in consultation with Borrower and the Sustainability Structuring AgentCoordinator, shall be entitled, but shall not be required, entitled to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its Subsidiaries. The Sustainability Structuring Agent Coordinator and the Borrower may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth tenth (5th10th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrower and the Sustainability Structuring AgentCoordinator. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin applicable to the Revolving Rate for Term SOFR Loans, Term SOFR Daily Floating Rate Loans, Base Rate Loans and Letter of Credit Facility (and as it applies to the fees payable on the Letters of Credit) Fees will be made (but no adjustments shall be permitted to the Facility Fee)made; provided that such adjustments shall be made in two steps based on two appropriate KPIs and provided, that the amount of all such adjustments shall not exceed a in the case of the Applicable Rate for Term SOFR Loans, Term SOFR Daily Floating Rate Loans, Base Rate Loans, and Letter of Credit Fees, an increase and/or decrease of 0.01% for any one KPI, or 0.02% per annumin the aggregate for all KPIs; provided, further, that in no event shall the Applicable Rate for Term SOFR Loans, Term SOFR Daily Floating Rate Loans, Base Rate Loans, or Letter of Credit Fees be less than zero. The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Margin Rate Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower and the Sustainability Structuring Agent Coordinator (each acting reasonably). Following the effectiveness of any an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin Rate for Term SOFR Loans, Term SOFR Daily Floating Rate Loans, Base Rate Loans, or the Facility Fee Letter of Credit Fees to a level not otherwise permitted by this Section 2.252.17(a). (b) The Sustainability Structuring Agent Coordinator will (i) assist the Borrower in (i) determining the ESG Pricing Provisions in connection with any the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with any the ESG Amendment. (c) This Section 2.25 2.17 shall supersede any provisions in Section 10.1 11.01 to the contrary.

ESG Adjustments. (a) After Following the Second Amendment Effective Datedate on which PLC provides a Pricing Certificate in respect of the most recently ended calendar year, the Borrower, in consultation commencing with the Sustainability Structuring Agentcalendar year ending December 31, 2022, (i) the Applicable Margin for Term SOFR Rate Loans and the Letter of Credit Fee in basis points and the Applicable Margin for Base Rate Loans in basis points otherwise then applicable in accordance with the pricing grid set forth in the definition of Applicable Margin in Section 1.1 of this Agreement each shall be entitledincreased or decreased (or neither increased nor decreased), but as applicable, pursuant to the ESG Rate Adjustment as set forth in such Pricing Certificate and (ii) the Applicable Margin for the Facility Fee Rate in basis points otherwise then applicable in accordance with the pricing grid set forth in the definition of Applicable Margin in Section 1.1 of this Agreement shall not be requiredincreased or decreased (or neither increased nor decreased), as applicable, pursuant to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets the ESG Fee Adjustment as set forth in such Pricing Certificate. For purposes of the Borrower and its Subsidiaries. The Sustainability Structuring Agent foregoing, (A) each of the ESG Rate Adjustment and the Borrower may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose Fee Adjustment shall be determined as of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after following receipt by the Administrative Agent shall have posted of a Pricing Certificate delivered pursuant to Section 5.1(xiv) based upon the KPI Metrics set forth in such proposed amendment to all Lenders Pricing Certificate and the Borrower unless, prior to such time, Lenders comprising Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent calculations of the Required Lenders, the Borrower Applicable Margin for Term SOFR Rate Loans and the Sustainability Structuring Agent. Upon Letter of Credit Fee in basis points and the effectiveness of any such ESG AmendmentApplicable Margin for Base Rate Loans in basis points and the Applicable Margin for the Facility Fee Rate in basis points calculations, based on the Borrower’s performance against the KPIsas applicable, certain adjustments (increase, decrease or no adjustment) therein (such adjustmentsday, the “ESG Applicable Margin AdjustmentsPricing Adjustment Date”) to and (B) each change in the Applicable Margin applicable to the Revolving Credit Facility (and as it applies to the fees payable on the Letters of Credit) will be made (but no adjustments shall be permitted to the Facility Fee); provided that such adjustments shall be made in two steps based on two appropriate KPIs and that the amount of all such adjustments shall not exceed a decrease of 0.02% per annum. The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Margin Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower for Term SOFR Rate Loans and the Sustainability Structuring Agent (each acting reasonably). Following the effectiveness Letter of any ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing Credit Fee in basis points and the Applicable Margin or for Base Rate Loans in basis points and the Applicable Margin for the Facility Fee Rate in basis points resulting from a Pricing Certificate shall be effective during the period commencing on and including the applicable ESG Pricing Adjustment Date and ending on the date immediately preceding the next such ESG Pricing Adjustment Date (or, in the case of non-delivery of a Pricing Certificate, the last day such Pricing Certificate could have been delivered pursuant to a level not otherwise permitted by this the terms of Section 2.255.1(xiv)). (b) The Sustainability Structuring Agent For the avoidance of doubt, only one Pricing Certificate may be delivered in respect of any calendar year. It is further understood and agreed that the Applicable Margin for Term SOFR Rate Loans and the Letter of Credit Fee in basis points and the Applicable Margin for Base Rate Loans in basis points will assist never be reduced or increased by more than 5.0 basis points and the Borrower Applicable Margin for the Facility Fee Rate in (i) determining basis points will never be reduced or increased by more than 1 basis point, in each case pursuant to the ESG Pricing Provisions Rate Adjustment or the ESG Fee Adjustment, as applicable, during any calendar year. For the avoidance of doubt, any adjustment to the Applicable Margin for Term SOFR Rate Loans and the Letter of Credit Fee in connection with basis points and the Applicable Margin for Base Rate Loans in basis points or Applicable Margin for the Facility Fee Rate in basis points by reason of meeting one or several KPI Metrics in any ESG Amendment and (ii) preparing informational materials focused year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on ESG which the next adjustment is due to be used in connection with any ESG Amendmenttake place. (c) This It is hereby understood and agreed that if no such Pricing Certificate is delivered by PLC within the period set forth in to Section 2.25 shall supersede any provisions in Section 10.1 5.1(xiv), the ESG Rate Adjustment will be plus 5.0 basis points and the ESG Fee Adjustment will be plus 1.0 basis point commencing on the last day such Pricing Certificate could have been delivered pursuant to the contraryterms of to Section 5.1(xiv) and continuing until PLC delivers a Pricing Certificate to the Administrative Agent. (d) If (i)(A) PLC or any Lender becomes aware of any material inaccuracy in the ESG Rate Adjustment, the ESG Fee Adjustment or the KPI Metrics as reported in a Pricing Certificate (any such material inaccuracy, a “Pricing Certificate Inaccuracy”) and, in the case of any Lender, such Lender delivers, not later than ten (10) Business Days after obtaining knowledge thereof, a written notice to the Administrative Agent describing such Pricing Certificate Inaccuracy in reasonable detail (which description shall be shared with each Lender and PLC), or (B) PLC and the Lenders agree that there was a Pricing Certificate Inaccuracy at the time of delivery of a Pricing Certificate, and (ii) a proper calculation of the ESG Rate Adjustment, the ESG Fee Adjustment or the KPI Metrics would have resulted in an increase in the Applicable Margin for Term SOFR Rate Loans and the Letter of Credit Fee in basis points, the Applicable Margin for Base Rate Loans in basis points and/or the Applicable Margin for the Facility Fee Rate in basis points for any period, PLC shall be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable Issuing Banks, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code (or any comparable event under other applicable Debtor Relief Laws), automatically and without further action by the Administrative Agent, any Lender or any Issuing Bank), but in any event within ten (10) Business Days after PLC has received written notice of, or has agreed in writing that there was, a Pricing Certificate Inaccuracy (whichever is earlier), an amount equal to the excess of (1) the amount of interest and fees that should have been paid for such period over (2) the amount of interest and fees actually paid for such period. (e) It is understood and agreed that any Pricing Certificate Inaccuracy shall not constitute a Default or Event of Default; provided, that, PLC complies with the terms of this Section 2.23 with respect to such Pricing Certificate Inaccuracy. Notwithstanding anything to the contrary herein, unless such amounts shall be due upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code (or any comparable event under other applicable Debtor Relief Laws), (a) any additional amounts required to be paid pursuant the immediate preceding paragraph shall not be due and payable until a written demand is made for such payment by the Administrative Agent in accordance with such paragraph, (b) any nonpayment of such additional amounts prior to or upon such demand for payment by Administrative Agent shall not constitute a Default or Event of Default (whether retroactively or otherwise) unless not paid within ten (10) Business Days after such demand and (c) none of such additional amounts shall be deemed overdue prior to such a demand or shall accrue interest at the Default Rate prior to such a demand. (f) Notwithstanding anything to the contrary in this Section 2.23 or in any other provision of any other Credit Document, ESG Rate Adjustments shall not be given effect to the extent that such ESG Rate Adjustments would cause the Applicable Margin for Base Rate Loans to be less than 0.0 bps. (g) Each party hereto hereby agrees that neither the Administrative Agent nor any Sustainability Structuring Agent shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by PLC of any ESG Fee Adjustment or any ESG Rate Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any Pricing Certificate (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry).

ESG Adjustments. (a) 1. After the Second Amendment Effective Closing Date, the Borrower, in consultation with Domestic Borrowers and the Sustainability Structuring AgentCoordinator, shall be entitled, but shall not be required, entitled to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower Borrowers and its their Subsidiaries. The Sustainability Structuring Agent Coordinator and the Borrower Borrowers, with the consent of the Required Lenders, may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrower and the Sustainability Structuring Agent. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin applicable to Rate for Term SOFR Loans, Alternative Currency Loans, Base Rate Loans, Letter of Credit Fees, and the Revolving Credit Facility (and as it applies to the fees payable on the Letters of Credit) Commitment Fee will be made (but no adjustments shall be permitted to the Facility Fee)made; provided that such adjustments shall be made in two steps based on two appropriate KPIs and that provided, further, that, the amount of all such adjustments shall not exceed a (i) in the case of the Applicable Rate for the Commitment Fee, an increase and/or decrease of 0.020.005% per annumfor any one KPI, or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Rate for Term SOFR Loans, Alternative Currency Loans, Base Rate Loans, and Letter of Credit Fees, an increase and/or decrease 0.025% for any one KPI, or 0.05% in the aggregate for all KPIs; provided, that, in no event shall the Applicable Rate for Term SOFR Loans, Alternative Currency Loans, Base Rate Loans, Letter of Credit Fees, or the Commitment Fee be less than zero. The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Margin Rate Pricing Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower Domestic Borrowers and the Sustainability Structuring Agent Coordinator (each acting reasonably). Following the effectiveness of any an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin Rate for Term SOFR Loans, Alternative Currency Loans, Base Rate Loans, Letter of Credit Fees, or the Facility Commitment Fee to a level not otherwise permitted by this Section 2.252.18(a). (b) 2. The Sustainability Structuring Agent Coordinator will assist the Borrower in (i) assist the Borrowers in determining the ESG Pricing Provisions in connection with any the ESG Amendment and (ii) assist the Borrowers in preparing informational materials focused on ESG to be used in connection with any the ESG Amendment. (c) 3. This Section 2.25 2.18 shall supersede any provisions in Section 10.1 11.01 to the contrary.

ESG Adjustments. (a) 1. After the Second Amendment Effective Closing Date, the Borrower, in consultation with the Sustainability Structuring AgentCoordinator, shall be entitled, but shall not be requiredin its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its Subsidiaries. The Sustainability Structuring Agent Coordinator and the Borrower may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth tenth (5th10th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrower and the Sustainability Structuring AgentCoordinator. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin applicable to Rate for Revolving Loans, Swing Line Loans, Letter of Credit Fees and the Revolving Credit Facility (and as it applies to the fees payable on the Letters of Credit) Commitment Fee will be made (but no adjustments shall be permitted to the Facility Fee)made; provided that such adjustments shall be made in two steps based on two appropriate KPIs and that (1) the amount of all such adjustments shall not exceed a (i) in the case of the Applicable Rate for the Commitment Fee, an increase and/or decrease of 0.020.01% per annumand (ii) in the case of the Applicable Rate for Revolving Loans, Swing Line Loans and Letter of Credit Fees, an increase and/or decrease of 0.05% and (2) in no event shall the Applicable Rate for Revolving Loans, Swing Line Loans, Letter of Credit Fees, or the Commitment Fee be less than zero. The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Margin Rate Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower and the Sustainability Structuring Agent Coordinator (each acting reasonably). Following the effectiveness of any an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin Rate for Revolving Loans, Swing Line Loans, Letter of Credit Fees or the Facility Commitment Fee to a level not otherwise permitted by this Section 2.252.16(a). (b) 1. The Sustainability Structuring Agent Coordinator will (i) assist the Borrower in (i) determining the ESG Pricing Provisions in connection with any the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with any the ESG Amendment. (c) 1. This Section 2.25 2.16 shall supersede any provisions in Section 10.1 11.01 to the contrary.

ESG Adjustments. (a) After the Second Amendment Effective Closing Date, but prior to the Borrowerdate that is twenty-four (24) months thereafter, the Borrowers, in consultation with the Sustainability Structuring Agent, shall be entitled, but shall not be required, entitled to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the each Borrower and its Subsidiaries (or the Borrowers and their Subsidiaries, collectively, as applicable) with such KPIs and ESG targets being reasonably aligned with the Sustainability Linked Loan Principles. The Sustainability Structuring Agent and the Borrower Borrowers may amend this Agreement (such amendment, an the “ESG Amendment”) ), solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on with the fifth (5th) Business Day after consent of the Administrative Agent shall have posted such proposed amendment to all Agent, the Borrowers and Lenders and constituting the Borrower unless, prior to such time, Lenders comprising Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG AmendmentLenders. In the event that Required Lenders deliver a written notice objecting do not consent to any such ESG Amendment, an alternative ESG Amendment may be effectuated with proposed and effectuated, subject to the consent of consents required pursuant to the Required Lenders, the Borrower and the Sustainability Structuring Agentimmediately preceding sentence. Upon the effectiveness of any such ESG Amendment, based on the each Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustmentsto the otherwise applicable commitment fee payable pursuant to Section 2.6, the “ESG Applicable Margin Adjustments”) to the for Term SOFR Loans, Term SOFR Daily Floating Rate Loans and Letter of Credit Fee, and Applicable Margin applicable to the Revolving Credit Facility (and as it applies to the fees payable on the Letters of Credit) for Base Rate Loans will be made (but no adjustments shall be permitted to the Facility Fee)made; provided that such adjustments shall be made in two steps based on two appropriate KPIs and provided, that the amount of all such adjustments shall not exceed a (i) in the case of the commitment fee payable pursuant to Section 2.6, an increase and/or decrease of 0.020.01% per annumand (ii) in the case of the Applicable Margin for Term SOFR Loans, Term SOFR Daily Floating Rate Loans and Letter of Credit Fee and Applicable Margin for Base Rate Loans, an increase and/or decrease of 0.05%, and the adjustments to the Applicable Margin for Base Rate Loans shall be the same amount, in basis points, as the adjustments to the Applicable Margin for Term SOFR Loans, Term SOFR Daily Floating Rate Loans and Letter of Credit Fee; provided, further that in no event shall the Applicable Margin for any commitment fee, Loan or Letter of Credit Fee be less than zero. The KPIspricing adjustments pursuant to the KPIs will require, among other things, reporting and validation of the Borrower’s performance against the KPIs, and any related ESG Applicable Margin Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and is to be mutually agreed between the Borrower Borrowers and the Sustainability Structuring Agent (each all acting reasonably). The ESG Amendment will not impose any requirement on the Sustainability Agent to assess, monitor, report and/or validate the KPIs. Following the effectiveness of any the ESG Amendment, : (i) any modification to the ESG Pricing Provisions which has the effect of increasing or reducing the commitment fee payable pursuant to Section 2.6, Applicable Margin for Term SOFR Loans, Term SOFR Daily Floating Rate Loans and Letter of Credit Fee and Applicable Margin for Base Rate Loans to a level not otherwise permitted by this Section 2.23(a) shall be subject to the consent of all Lenders; and (ii) any other modification to the ESG Pricing Provisions (other than as provided for in Section 2.23(a)(i) above) shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin or the Facility Fee to a level not otherwise permitted by this Section 2.25Lenders. (b) The Sustainability Structuring Agent will assist the Borrower Borrowers in (i) determining the ESG Pricing Provisions in connection with any ESG Amendment and (ii) preparing informational materials focused on ESG to be used in connection with any the ESG Amendment. In connection with the foregoing, the Borrowers shall furnish the Sustainability Agent with information relevant to any proposed ESG Amendment as the Sustainability Agent may reasonably request in order to perform the services contemplated in its role as such. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Sustainability Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of custom, and is intended to create or reflect only an administrative relationship between contracting parties. (c) This Section 2.25 shall supersede any provisions in Section 10.1 to the contrary.

ESG Adjustments. (a) After the Second Amendment Effective DateClosing Date but prior to the date that is twenty-four (24) months thereafter, the Borrower, in consultation with the Sustainability Structuring Agent, shall be entitled, but shall not be required, entitled to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its SubsidiariesSubsidiaries with such KPIs and ESG targets being reasonably aligned with the Sustainability Linked Loan Principles. The Sustainability Structuring Agent and the Borrower may amend this Agreement (such amendment, an the “ESG Amendment”) ), solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on with the fifth (5th) Business Day after consent of the Administrative Agent shall have posted such proposed amendment to all Lenders and Agent, the Borrower unless, prior to such time, and Lenders comprising constituting the Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG AmendmentLenders. In the event that Required Lenders deliver a written notice objecting do not consent to any such ESG Amendment, an alternative ESG Amendment may be effectuated with proposed and effectuated, subject to the consent of consents required pursuant to the Required Lenders, the Borrower and the Sustainability Structuring Agentimmediately preceding sentence. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustmentsto the otherwise applicable commitment fee payable pursuant to Section 2.6, the “ESG Applicable Margin Adjustments”) to the for Term SOFR Loans, Term SOFR Daily Floating Rate Loans and Letter of Credit Fee, and Applicable Margin applicable to the Revolving Credit Facility (and as it applies to the fees payable on the Letters of Credit) for Base Rate Loans will be made (but no adjustments shall be permitted to the Facility Fee)made; provided that such adjustments shall be made in two steps based on two appropriate KPIs and provided, that the amount of all such adjustments shall not exceed a (i) in the case of the commitment fee payable pursuant to Section 2.6, an increase and/or decrease of 0.020.01% per annumand (ii) in the case of the Applicable Margin for Term SOFR Loans, Term SOFR Daily Floating Rate Loans and Letter of Credit Fee and Applicable Margin for Base Rate Loans, an increase and/or decrease of 0.05%, and the adjustments to the Applicable Margin for Base Rate Loans shall be the same amount, in basis points, as the adjustments to the Applicable Margin for Term SOFR Loans, Term SOFR Daily Floating Rate Loans and Letter of Credit Fee; provided, further that in no event shall the Applicable Margin for any commitment fee, Loan or Letter of Credit Fee be less than zero. The KPIspricing adjustments pursuant to the KPIs will require, among other things, reporting and validation of the Borrower’s performance against the KPIs, and any related ESG Applicable Margin Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and is to be mutually agreed between the Borrower and the Sustainability Structuring Agent (each all acting reasonably). The ESG Amendment will not impose any requirement on the Sustainability Agent to assess, monitor, report and/or validate the KPIs. Following the effectiveness of any the ESG Amendment, : (i) any modification to the ESG Pricing Provisions which has the effect of increasing or reducing the commitment fee payable pursuant to Section 2.6, Applicable Margin for Term SOFR Loans, Term SOFR Daily Floating Rate Loans and Letter of Credit Fee and Applicable Margin for Base Rate Loans to a level not otherwise permitted by this Section 2.23(a) shall be subject to the consent of all Lenders; and (ii) any other modification to the ESG Pricing Provisions (other than as provided for in Section 2.23(a)(i) above) shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin or the Facility Fee to a level not otherwise permitted by this Section 2.25Lenders. (b) The Sustainability Structuring Agent will assist the Borrower in (i) determining the ESG Pricing Provisions in connection with any ESG Amendment and (ii) preparing informational materials focused on ESG to be used in connection with any the ESG Amendment. In connection with the foregoing, the Borrower shall furnish the Sustainability Agent with information relevant to any proposed ESG Amendment as the Sustainability Agent may reasonably request in order to perform the services contemplated in its role as such. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Sustainability Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of custom, and is intended to create or reflect only an administrative relationship between contracting parties. (c) This Section 2.25 shall supersede any provisions in Section 10.1 to the contrary.

ESG Adjustments. (a1) After the Second Amendment Effective Date, the BorrowerBorrowers, in consultation with the Sustainability Structuring AgentCoordinators, shall be entitled, but shall not be requiredin their sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower Borrowers and its their Subsidiaries. The Sustainability Structuring Agent Coordinators and the Borrower Borrowers may amend this Agreement (any such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment ESG Amendment shall become effective at 5:00 p.m. on upon the fifth (5th) Business Day after the Administrative Agent shall have posted posting of such proposed amendment ESG Amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising Required Lenders have delivered to Borrowers and the receipt by the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object of executed signature pages and consents to such ESG Amendment. In the event that Required Amendment from each Borrower, each Sustainability Coordinator and Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of comprising the Required Lenders, the Borrower and the Sustainability Structuring Agent. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s Borrowers’ performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin applicable for SOFR Loans, Base Rate Loans and the Facility Fee will be made; provided, that, (i) the amount of such adjustments, taken together, to the Revolving Credit Facility otherwise applicable Applicable Margin for (and as it applies to the fees payable on the Letters of CreditA) will be made (but no adjustments shall be permitted to the Facility Fee); provided that such adjustments shall be made in two steps based on two appropriate KPIs and that the amount of all such adjustments , shall not exceed a an increase and/or decrease of 0.02% per annumone basis point (0.01%) in the aggregate, and (B) SOFR Loans and Base Rate Loans, shall not exceed an increase and/or decrease of four basis points (0.04%) in the aggregate, and (ii) in no event shall the Applicable Margin for SOFR Loans, Base Rate Loans or the Facility Fee be less than zero percent (0.00%). The KPIs, the Borrower’s Borrowers’ performance against the KPIs, and any related ESG Applicable Margin Rate Pricing Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower Borrowers and the Sustainability Structuring Agent Coordinators (each acting reasonably). Following the effectiveness of any an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders Lenders, so long as such modification does not have the effect of reducing the Applicable Margin for SOFR Loans, Base Rate Loans or the Facility Fee to a level that is not otherwise permitted by this Section 2.25clause (a). (b2) The Sustainability Structuring Agent Coordinators will assist the Borrower in Borrowers in: (i) determining the ESG Pricing Provisions in connection with any proposed ESG Amendment Amendment; and (ii) preparing informational materials focused on ESG to be used in connection with any proposed ESG Amendment. (c3) This Section 2.25 2.17 shall supersede any provisions in Section 10.1 11.01 to the contrary.

ESG Adjustments. (a) After the Second Amendment Effective Closing Date, the Borrower, in consultation with the Sustainability Structuring AgentCoordinator, shall be entitled, but shall not be requiredin its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its Subsidiaries. The Sustainability Structuring Agent Coordinator and the Borrower may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth tenth (5th10th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrower and the Sustainability Structuring AgentCoordinator. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin applicable to Rate for Revolving Loans, Swing Line Loans, Letter of Credit Fees and the Revolving Credit Facility (and as it applies to the fees payable on the Letters of Credit) Commitment Fee will be made (but no adjustments shall be permitted to the Facility Fee)made; provided that such adjustments shall be made in two steps based on two appropriate KPIs and that (1) the amount of all such adjustments shall not exceed a (i) in the case of the Applicable Rate for the Commitment Fee, an increase and/or decrease of 0.020.01% per annumand (ii) in the case of the Applicable Rate for Revolving Loans, Swing Line Loans and Letter of Credit Fees, an increase and/or decrease of 0.05% and (2) in no event shall the Applicable Rate for Revolving Loans, Swing Line Loans, Letter of Credit Fees, or the Commitment Fee be less than zero. The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Margin Rate Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower and the Sustainability Structuring Agent Coordinator (each acting reasonably). Following the effectiveness of any an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin Rate for Revolving Loans, Swing Line Loans, Letter of Credit Fees or the Facility Commitment Fee to a level not otherwise permitted by this Section 2.252.16(a). (b) The Sustainability Structuring Agent Coordinator will (i) assist the Borrower in (i) determining the ESG Pricing Provisions in connection with any the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with any the ESG Amendment. (c) This Section 2.25 2.16 shall supersede any provisions in Section 10.1 11.01 to the contrary.

ESG Adjustments. (a) After the Second Amendment Effective Closing Date, the Borrower, in consultation with Borrower and the Sustainability Structuring Agent, Agent shall be entitled, but shall not be required, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its Subsidiaries. The Sustainability Structuring Agent and the Borrower Borrower, with the consent of the Required Lenders, may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrower and the Sustainability Structuring Agent. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin applicable to Rate for Term SOFR Loans, Base Rate Loans, Letter of Credit Fees and the Revolving Credit Facility (and as it applies to the fees payable on the Letters of Credit) Commitment Fee will be made (but no adjustments shall be permitted to the Facility Fee)made; provided that such adjustments shall be made in two steps based on two appropriate KPIs and that the amount of all such adjustments shall not exceed a (i) in the case of the Applicable Rate for the Commitment Fee, an increase and/or decrease of 0.020.005% per annumfor any one KPI or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Rate for Term SOFR Loans, Base Rate Loans and Letter of Credit Fees, an increase and/or decrease of 0.025% for any one KPI or 0.05% in the aggregate for all KPIs. The KPIs, the Borrower’s performance against the KPIs, KPIs and any related ESG Applicable Margin Rate Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower and the Sustainability Structuring Agent (each acting reasonably). Following the effectiveness of any an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Borrower and the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin Rate for Term SOFR Loans, Base Rate Loans, Letter of Credit Fees or the Facility Commitment Fee to a level not otherwise permitted by this Section 2.252.16(a). (b) The Sustainability Structuring Agent will (i) assist the Borrower in (i) determining the ESG Pricing Provisions in connection with any the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with any the ESG Amendment. (c) This Section 2.25 2.16 shall supersede any provisions in Section 10.1 11.01 to the contrary.

ESG Adjustments. (a) After the Second Amendment Effective Closing Date, the BorrowerXxxxx, in consultation with the Sustainability Structuring AgentCoordinator, shall be entitled, but shall not be requiredin its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower Xxxxx and its Subsidiaries. The Sustainability Structuring Agent Coordinator and the Borrower Xxxxx may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth tenth (5th10th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower Xxxxx unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent (who shall promptly notify the BorrowerXxxxx) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrower Xxxxx and the Sustainability Structuring AgentCoordinator. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s Xxxxx’x performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin applicable to Rate for Eurodollar Rate Loans, Alternative CurrencyTerm SOFR Loans, Base Rate Loans, Canadian Prime Rate Loans, Swing Line Loans, Letter of Credit Fees, the Revolving Credit Acceptance Fees, and the Facility (and as it applies to the fees payable on the Letters of Credit) Fees will be made (but no adjustments shall be permitted to the Facility Fee)made; provided that such adjustments shall be made in two steps based on two appropriate KPIs and that provided, further, that, the amount of all such adjustments shall not exceed a (i) in the case of the Applicable Rate for the Facility Fees, an increase and/or decrease of 0.020.01% per annumand (ii) in the case of the Applicable Rate for Eurodollar Rate Loans, Alternative CurrencyTerm SOFR Loans, Base Rate Loans, Canadian Prime Rate Loans, Swing Line Loans, Letter of Credit Fees, and the Acceptance Fees, an increase and/or decrease of 0.04%; provided, that, in no event shall the Applicable Rate for Eurodollar Rate Loans, Alternative CurrencyTerm SOFR Loans, Base Rate Loans, Canadian Prime Rate Loans, Swing Line Loans, Letter of Credit Fees, Acceptance Fees, or Facility Fees be less than zero. The KPIs, the Borrower’s Xxxxx’x performance against the KPIs, and any related ESG Applicable Margin Rate Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower Xxxxx and the Sustainability Structuring Agent Coordinator (each acting reasonably). Following the effectiveness of any an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin Rate for Eurodollar Rate Loans, Alternative CurrencyTerm SOFR Loans, Base Rate Loans, Canadian Prime Rate Loans, Swing Line Loans, Letter of Credit Fees, Acceptance Fees, or the Facility Fee Fees to a level not otherwise permitted by this Section 2.252.20(a). (b) The Sustainability Structuring Agent Coordinator will assist the Borrower in (i) assist Xxxxx in determining the ESG Pricing Provisions in connection with any the ESG Amendment and (ii) assist Xxxxx in preparing informational materials focused on ESG to be used in connection with any the ESG Amendment. (c) This Section 2.25 2.20 shall supersede any provisions in Section 10.1 11.01 to the contrary.

ESG Adjustments. (a) After the Second Amendment Effective Date, the ​ ​The Borrower, in consultation with the Sustainability Structuring Agent, shall be entitled, but shall not be required, entitled to establish specified key performance indicators Key Performance Indicators (“KPIs”) with respect to certain environmentalEnvironmental, social Social and governance Governance (“ESG”) targets of the Borrower and its Subsidiaries. The Sustainability Structuring Agent and the Borrower may amend this Agreement (such amendment, an the “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrower and the Sustainability Structuring Agent. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease decrease, or no adjustment) (such adjustments, the “ESG Applicable Margin Adjustments”) to the Applicable Margin applicable to the Revolving Credit Facility (and as it applies to the fees payable on the Letters of Credit) will may be made (but no adjustments shall be permitted to the Facility Fee)made; provided that such adjustments shall be made in two steps based on two appropriate KPIs and that the amount of all any such adjustments made pursuant to an ESG Amendment shall not exceed a result in an increase or decrease of 0.02% per annummore than 2.5 basis points in the Applicable Margin; provided, further, that in no event shall such adjustments increase the Applicable Margin above that in effect on the Closing Date or decrease the Applicable Margin below zero. The KPIspricing adjustments pursuant to the KPIs will require, among other things, reporting and validation of the Borrower’s performance against the KPIs, and any related ESG Applicable Margin Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles at the time of the ESG Amendment and is to be mutually agreed between the Borrower and the Sustainability Structuring Agent (each acting reasonably). Following the effectiveness of any the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of reducing the Applicable Margin to a level not otherwise permitted by this Section shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin or the Facility Fee to a level not otherwise permitted by this Section 2.25Lenders. (b) The ​ ​The Sustainability Structuring Agent will (i) assist the Borrower in (i) determining the ESG Pricing Provisions in connection with any the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with any the ESG Amendment. (c) This Section 2.25 shall supersede any provisions in Section 10.1 to the contrary.

ESG Adjustments. (ai) After Prior to the Second Amendment 12 month anniversary of the Effective Date (or, upon the request of the Borrower and with the consent of the Administrative Agent and the Requisite Lenders prior to such date, such later date not to exceed the 24 month anniversary of the Effective Date), the Borrower, in consultation with the Sustainability Structuring Agent, shall be entitled, but shall not be required, may in its sole discretion seek to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets goals of the Borrower and its SubsidiariesSubsidiaries (such indicators, “ESG KPI Metrics”) and thresholds or targets with respect thereto (in either case, such thresholds or targets, “SPTs”). The Sustainability Structuring Administrative Agent and the Borrower (each acting reasonably and in consultation with the Sustainability Structuring Agent) may amend propose an amendment to this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs KPI Metrics, the SPTs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any . Any such amendment ESG Amendment shall become effective at 5:00 p.m. on upon (i) receipt by the fifth Lenders of a lender presentation in regard to the KPI Metrics and SPTs from the Borrower no later than five (5th5) Business Day after Days before the Administrative Agent shall have posted proposed effective date of such proposed amendment ESG Amendment, (ii) the posting of such proposed ESG Amendment to all Lenders and the Borrower, (iii) the identification, and engagement at the Borrower’s cost and expense, of a sustainability assurance provider, which shall be a qualified external reviewer of nationally recognized standing, independent of the Borrower unless, prior to such time, Lenders comprising Required Lenders have delivered to and its Affiliates and (iv) the receipt by the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object of executed signature pages and consents to such ESG Amendment. In Amendment from the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required LendersBorrowers, the Borrower Administrative Agent and Lenders comprising at least the Sustainability Structuring AgentRequisite Lenders. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIsKPI Metrics and SPTs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin applicable may be made; provided that (x) the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or an increase of more than 0.020% in the Revolving Credit Facility (and as it applies to the fees payable on the Letters of Credit) will be made (but no Applicable Margin during any fiscal year, which pricing adjustments shall be permitted to applied in accordance with the Facility Feeterms as further described in the ESG Pricing Provisions and (y) in no event shall any Applicable Margin be less than zero (the provisions of this proviso, the “Sustainability Adjustment Limitations”); provided that such adjustments shall be made in two steps based on two appropriate KPIs and that . For the amount avoidance of all such adjustments doubt, the ESG Applicable Rate Adjustments shall not exceed a decrease of 0.02% per annumbe cumulative year-over-year and shall only apply until the date on which the next adjustment is due to take place. The KPIsKPI Metrics, the Borrower’s performance against the KPIsKPI Metrics, and any related ESG Applicable Margin Rate Adjustments resulting therefrom, will be determined based on certain Borrower certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs KPI Metrics in a manner that is aligned with the Sustainability Linked Loan Principles Principles, including with respect to the selection, setting, calculation, certification and to be mutually agreed between the Borrower and the Sustainability Structuring Agent (each acting reasonably)measurement thereof. Following the effectiveness of any an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Borrower, the Administrative Agent and the Requisite Lenders so long as such modification does not have the effect of (1) increasing or decreasing the Sustainability Adjustment Limitations set forth in the ESG Amendment or (2) reducing the any Applicable Margin or the Facility Fee to a level not otherwise permitted by this Section 2.25less than zero. (bii) The Borrower, the Sustainability Structuring Agent, the Administrative Agent will assist and the Lenders agree that neither the Loans nor the Commitments are, nor shall be, a deemed sustainability-linked loan unless and until the effectiveness of any ESG Amendment. Prior to the effectiveness of an ESG Amendment, the Borrower will not publish any materials or statements (including on any website of the Borrower, in the financial statements or annual reports of the Borrower or in any press release or public announcement issued by the Borrower) which refer to this Agreement being a sustainability-linked loan. (iii) Other than (i) determining increasing or decreasing the ESG Pricing Provisions in connection with any ESG Amendment and Sustainability Adjustment Limitations or (ii) preparing informational materials focused on ESG reducing any Applicable Margin to less than zero (which, for the avoidance of doubt, shall be used subject to the written consent of “each Lender affected thereby”, in connection accordance with any ESG Amendment. (cSection 12.7(c)), this Section 12.7(f) This Section 2.25 shall supersede any provisions other clause or provision in Section 10.1 12.7 to the contrary, including any provision of Section 12.7(c) requiring the consent of “each Lender affected thereby”, for reductions in interest rates or fees payable thereunder.

ESG Adjustments. (a) After the Second Amendment Restatement Effective Date, the BorrowerCompany, in consultation with the Sustainability Structuring Administrative Agent, shall be entitled, but shall not be requiredin its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower Company and its Subsidiaries. The Sustainability Structuring Administrative Agent and the Borrower Company may amend this Agreement (any such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment ESG Amendment shall become effective at 5:00 p.m. on upon the fifth (5th) Business Day after the Administrative Agent shall have posted posting of such proposed amendment ESG Amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising Required Lenders have delivered to receipt by the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object of executed signature pages and consents to such ESG Amendment. In Amendment from the event that Required Company, the Administrative Agent and Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of comprising the Required Lenders, the Borrower and the Sustainability Structuring Agent. Upon the effectiveness of any such ESG Amendment, based on the BorrowerCompany’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin applicable to for EURIBOR Loans, Term SOFR Loans and ABR Loans, the Revolving Commitment Fee Rate and the Letter of Credit Facility (and as it applies to the fees payable on the Letters of Credit) Fee will be made (but no adjustments shall be permitted to the Facility Fee)made; provided that such adjustments shall be made in two steps based on two appropriate KPIs and that (i) the amount of all such adjustments adjustments, taken together, to the otherwise applicable (A) Commitment Fee Rate, shall not exceed a an increase and/or decrease of 0.02% per annumone basis point in the aggregate, and (B) Applicable Margin with respect to EURIBOR Loans, Term SOFR Loans and ABR Loans or the Letter of Credit Fee, shall not exceed, in each case, an increase and/or decrease of five basis points in the aggregate, and (ii) in no event shall the Commitment Fee Rate or the Applicable Margin for EURIBOR Loans, Term SOFR Loans or ABR Loans Fee or the Letter of Credit Fee be less than zero percent (0.00%). The KPIs, the BorrowerCompany’s performance against the KPIs, and any related ESG Applicable Margin Rate Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Sustainability-Linked Loan Principles Principles, as further amended, revised or updated from time to time, and to be mutually agreed between the Borrower Borrowers and the Sustainability Structuring Administrative Agent (each acting reasonably). Following the effectiveness of any an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders Lenders, so long as such modification does not have the effect of reducing the Commitment Fee Rate, the Letter of Credit Fee or the Applicable Margin for EURIBOR Loans, Term SOFR Loans or the Facility Fee ABR Loans to a level that is not otherwise permitted by this Section 2.25clause (a). (b) The Sustainability Structuring Administrative Agent will assist the Borrower in Company in: (i) determining the ESG Pricing Provisions in connection with any proposed ESG Amendment Amendment; and (ii) preparing informational materials focused on ESG to be used in connection with any proposed ESG Amendment. (c) This Section 2.25 2.18 shall supersede any provisions in Section 10.1 13.2 to the contrary.

ESG Adjustments. (a) After the Second Amendment Effective Closing Date, the BorrowerXxxxx, in consultation with the Sustainability Structuring AgentCoordinator, shall be entitled, but shall not be requiredin its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower Xxxxx and its Subsidiaries. The Sustainability Structuring Agent Coordinator and the Borrower Xxxxx may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth tenth (5th10th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower Xxxxx unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent (who shall promptly notify the BorrowerXxxxx) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrower Xxxxx and the Sustainability Structuring AgentCoordinator. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s Xxxxx’x performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin applicable to Rate for Term SOFR Loans, Term XXXXX Loans, Base Rate Loans, Canadian Prime Rate Loans, Swing Line Loans, Letter of Credit Fees, the Revolving Credit Acceptance Fees, and the Facility (and as it applies to the fees payable on the Letters of Credit) Fees will be made (but no adjustments shall be permitted to the Facility Fee)made; provided that such adjustments shall be made in two steps based on two appropriate KPIs and that provided, further, that, the amount of all such adjustments shall not exceed a (i) in the case of the Applicable Rate for the Facility Fees, an increase and/or decrease of 0.020.01% per annumand (ii) in the case of the Applicable Rate for Term SOFR Loans, Term XXXXX Loans, Base Rate Loans, Canadian Prime Rate Loans, Swing Line Loans, and Letter of Credit Fees, and the Acceptance Fees, an increase and/or decrease of 0.04%; provided, that, in no event shall the Applicable Rate for Term SOFR Loans, Term XXXXX Loans, Base Rate Loans, Canadian Prime Rate Loans, Swing Line Loans, Letter of Credit Fees, Acceptance Fees, or Facility Fees be less than zero. The KPIs, the Borrower’s Xxxxx’x performance against the KPIs, and any related ESG Applicable Margin Rate Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower Xxxxx and the Sustainability Structuring Agent Coordinator (each acting reasonably). Following the effectiveness of any an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin Rate for Term SOFR Loans, Term XXXXX Loans, Base Rate Loans, Canadian Prime Rate Loans, Swing Line Loans, Letter of Credit Fees, Acceptance Fees, or the Facility Fee Fees to a level not otherwise permitted by this Section 2.252.20(a). (b) The Sustainability Structuring Agent Coordinator will assist the Borrower in (i) assist Xxxxx in determining the ESG Pricing Provisions in connection with any the ESG Amendment and (ii) assist Xxxxx in preparing informational materials focused on ESG to be used in connection with any the ESG Amendment. (c) This Section 2.25 2.20 shall supersede any provisions in Section 10.1 11.01 to the contrary.

ESG Adjustments. (a) After the Second Amendment Effective Date, the BorrowerThe Borrowers, in consultation with the Sustainability Structuring AgentCoordinator, shall be entitled, but shall not be required, to may establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its SubsidiariesBorrowers. The Sustainability Structuring Agent Coordinator and the Borrower Borrowers may amend this Agreement (such amendment, an the “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. (Eastern time), on the fifth tenth (5th10th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG Amendment. In If the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrower Borrowers and the Sustainability Structuring AgentCoordinator. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s Borrowers’ performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Adjustments”) to the otherwise Applicable Base Rate Margin, Applicable SOFR Rate Margin applicable to the Revolving and Applicable Letter of Credit Facility (and as it applies to the fees payable on the Letters of Credit) Fee Percentage will be made (but no adjustments shall be permitted to the Facility Fee); made; provided that such adjustments shall be made in two steps based on two appropriate KPIs and that the amount of all such adjustments shall not exceed a decrease five (5.0) basis points, provided that in no event shall the Applicable Base Rate Margin, Applicable SOFR Rate Margin or Applicable Letter of 0.02% per annumCredit Fee Percentage be less than zero. The KPIspricing adjustments pursuant to the KPIs will require, among other things, reporting and validation of the Borrower’s performance against the KPIs, and any related ESG Applicable Margin Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles United States Mine Safety and Health Administration or other independent governmental organization and is to be mutually agreed between the Borrower Borrowers and the Sustainability Structuring Agent Coordinator (each acting reasonably). Following the effectiveness of any the ESG Amendment, : (i) any modification to the ESG Pricing Provisions which has the effect of reducing the Applicable Base Rate Margin, Applicable SOFR Rate Margin and Applicable Letter of Credit Fee Percentage to a level not otherwise permitted by Section 3.11(a) shall be subject to the consent of all Lenders; and (ii) any other modification to the ESG Pricing Provisions (other than as provided for in Section 3.11(a)(i) above) shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin or the Facility Fee to a level not otherwise permitted by this Section 2.25Lenders. (b) The Sustainability Structuring Agent Coordinator will assist the Borrower in (i) assist the Borrowers in determining the ESG Pricing Provisions in connection with any the ESG Amendment and (ii) assist the Borrowers in preparing informational materials focused on ESG to be used in connection with any the ESG Amendment. (c) This Section 2.25 3.11 shall supersede any provisions in Section 10.1 16.2 to the contrary. (d) For the avoidance of doubt, any failure of the Borrowers to meet or satisfy any KPI shall not be considered an Event of Default under this Agreement or any other Loan Documents.

ESG Adjustments. (a) After the Second Fifth Amendment Effective Date, the BorrowerKBR, in consultation with the Sustainability Structuring AgentCoordinators, shall be entitled, but shall not be requiredin its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower KBR and its Restricted Subsidiaries. The Sustainability Structuring Agent Coordinators and the Borrower KBR may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth tenth (5th10th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Pro Rata Lenders and the Borrower KBR unless, prior to such time, Pro Rata Lenders comprising the Required Pro Rata Lenders have delivered to the Administrative Agent (who shall promptly notify the BorrowerKBR) written notice that such Required Pro Rata Lenders object to such ESG Amendment. In the event that Required Pro Rata Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated in accordance with the consent of the Required Lendersprovisions above. The Sustainability Coordinators and KBR may enter into multiple ESG Amendments, the Borrower and the Sustainability Structuring Agentbut no ESG Amendment shall amend any provisions put in place by prior ESG Amendments. Upon the effectiveness of any such ESG Amendment, based on the BorrowerKBR’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin applicable Rate (other than with respect to the Revolving Term B Facility, which shall not be affected by any such ESG Applicable Rate Adjustment) for Eurocurrency Rate Loans, Alternative Currency Loans, Base Rate Loans, Letter of Credit Facility (Fees, and as it applies to the fees payable on the Letters of Credit) Commitment Fee will be made (but no adjustments shall be permitted to the Facility Fee)made; provided that such adjustments shall be made in two steps based on two appropriate KPIs and that (i) the amount of all such adjustments shall not exceed a (x) in the case of the Applicable Rate for the Commitment Fee, an increase and/or decrease of 0.020.01% per annumannum and (y) in the case of the Applicable Rate for Eurocurrency Rate Loans, Alternative Currency Loans, Base Rate Loans, and Letter of Credit Fees, an increase and/or decrease of 0.05% per annum and (ii) in no event shall the Applicable Rate for Eurocurrency Rate Loans, Alternative Currency Loans, Base Rate Loans, Letter of Credit Fees or the Commitment Fee be less than zero. The KPIs, the BorrowerKBR’s performance against the KPIs, and any related ESG Applicable Margin Rate Pricing Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower KBR and the Sustainability Structuring Agent Coordinators (each acting reasonably). Following the effectiveness of any ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Pro Rata Lenders so long as such modification does not have the effect of reducing the Applicable Margin Rate for Eurocurrency Rate Loans, Alternative Currency Loans, Base Rate Loans, Letter of Credit Fees or the Facility Commitment Fee to a level not otherwise permitted by this Section 2.252.19(a). (b) The Sustainability Structuring Agent Coordinators will assist the Borrower KBR in (i) determining the ESG Pricing Provisions in connection with any ESG Amendment and (ii) preparing informational materials focused on ESG to be used in connection with any ESG Amendment. (c) This Section 2.25 2.19 shall supersede any provisions in Section 10.1 10.01 to the contrary.

ESG Adjustments. 139 (a) After the Second Amendment Effective DatePrior to May 2nd, 2025, the Borrower, in consultation with the Co-Sustainability Structuring AgentAgents, shall be entitled, but shall not be required, to may in its sole discretion establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets goals, or identify certain external ESG ratings, of the Borrower and its Subsidiaries(such indicators or ratings, “ESG KPI Metrics”), which ESG KPI Metrics shall be subject to annual thresholds or targets (in either case, such sustainability performance targets, or “ESG SPTs”). The Sustainability Structuring Administrative Agent and the Borrower (each acting reasonably and in consultation with the Co-Sustainability Structuring Agents) may amend propose an amendment to this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs ESG KPI Metrics, the ESG SPTs and other related provisions (the “ESG Pricing Provisions”) into this Agreement. The Co-Sustainability Structuring Agents shall carry out consultations with the Lenders and, and any by no later than the date which is fifteen (15) Business Days after the delivery of the ESG amendment to the Lenders, the Co-Sustainability Structuring Agents shall communicate the Lenders’ response on the ESG Amendment to the Borrower. Any such amendment ESG Amendment shall become effective at 5:00 p.m. upon (i) the engagement by the Borrower of the Co-Sustainability Structuring Agents with respect to the ESG Amendment on terms and conditions to be mutually agreed between the fifth Borrower and the Co-Sustainability Structuring Agents, and (5thii) Business Day after the receipt by the Administrative Agent shall have posted such proposed amendment to all Lenders of executed signature pages and the Borrower unless, prior consents to such timeESG Amendment from the Borrower, Lenders comprising Required Lenders have delivered to the Administrative Agent (who shall promptly notify and Lenders comprising the Borrower) written notice that such Required Lenders object to such ESG AmendmentLenders. In the event that the Required Lenders deliver a written notice objecting do not consent to any such ESG Amendment, an alternative ESG Amendment may be effectuated with proposed and effectuated, subject to the consent of consents required pursuant to the Required Lenders, the Borrower and the Sustainability Structuring Agentimmediately preceding sentence. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIsESG KPI Metrics and ESG SPTs, certain adjustments (increase, decrease decrease, or no adjustment) (such adjustments, the “ESG Applicable Margin Adjustments”) to the otherwise Applicable Margin applicable to the Revolving Credit Facility may be made; provided, that (and as it applies to the fees payable on the Letters of Crediti) will be made (but no adjustments shall be permitted to the Facility Fee); provided that such adjustments shall be made in two steps based on two appropriate KPIs and that the amount of all such adjustments ESG Applicable Margin Adjustments shall not exceed a an increase or decrease of 0.02% 5.0 basis points per annumannum for Borrowings and, in the case of any Revolving Borrowing, 1.0 basis point per annum for the Applicable Percentage, in aggregate for all ESG KPI Metrics (the provisions of this proviso, the “ESG Sustainability Adjustment Limitations”). For the avoidance of doubt, the ESG Applicable Margin Adjustments shall not be cumulative year-over-year and shall apply on an annual basis only. The KPIsESG KPI Metrics, the Borrower’s performance against the KPIsESG KPI Metrics, and any related ESG Applicable Margin Pricing Adjustments resulting therefrom, therefrom will be determined based on certain Borrower certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs ESG KPI Metrics in a manner that is aligned with the Sustainability Linked Loan Principles (as last published in February 2023 by the Loan Syndications and Trading Association, and as further amended, revised, or updated from time to be mutually agreed between time), including with respect to the Borrower calculation, certification, and the Sustainability Structuring Agent (each acting reasonably)measurement thereof. Following the effectiveness of any an ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of reducing the Applicable Margin shall be subject only to the consent of the Borrower, the Administrative Agent, and the Required Lenders so long as such modification does not have the effect of reducing increasing or decreasing the ESG Sustainability Adjustment Limitations set forth in the ESG Amendment by more or less than 5.0 basis points per annum on the Applicable Margin and/or, in the case of any Revolving Borrowing, more or less than 1.0 basis point per annum on the Facility Fee to a level not otherwise permitted by this Section 2.25Applicable Percentage. (b) The Sustainability Structuring Agent will assist Each party to this Agreement hereby agrees that the Borrower credit facilities described in (i) determining this Agreement are not, and shall not, constitute sustainability-linked loans unless and until the ESG Pricing Provisions in connection with any ESG Amendment and (ii) preparing informational materials focused on ESG to be used in connection with effectiveness of any ESG Amendment. (c) This Section 2.25 shall supersede any provisions in Section 10.1 Notwithstanding anything to the contrarycontrary contained in this Section 10.23, the failure to enter into an ESG Amendment shall not constitute a Default or Event of Default under this Agreement.

ESG Adjustments. (a) After the Second Amendment Effective DatePrior to May 2nd, 2025, the Borrower, in consultation with the Co-Sustainability Structuring AgentAgents, shall be entitled, but shall not be required, to may in its sole discretion establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets goals, or identify certain external ESG ratings, of the Borrower and its Subsidiaries(such indicators or ratings, “ESG KPI Metrics”), which ESG KPI Metrics shall be subject to annual thresholds or targets (in either case, such sustainability performance targets, or “ESG SPTs”). The Sustainability Structuring Administrative Agent and the Borrower (each acting reasonably and in consultation with the Co-Sustainability Structuring Agents) may amend propose an amendment to this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs ESG KPI Metrics, the ESG SPTs and other related provisions (the “ESG Pricing Provisions”) into this Agreement. The Co-Sustainability Structuring Agents shall carry out consultations with the Lenders and, and any by no later than the date which is fifteen (15) Business Days after the delivery of the ESG amendment to the Lenders, the Co-Sustainability Structuring Agents shall communicate the Lenders’ response on the ESG Amendment to the Borrower. Any such amendment ESG Amendment shall become effective at 5:00 p.m. upon (i) the engagement by the Borrower of the Co-Sustainability Structuring Agents with respect to the ESG Amendment on terms and conditions to be mutually agreed between the fifth Borrower and the Co-Sustainability Structuring Agents, and (5thii) Business Day after the receipt by the Administrative Agent shall have posted such proposed amendment to all Lenders of executed signature pages and the Borrower unless, prior consents to such timeESG Amendment from the Borrower, Lenders comprising Required Lenders have delivered to the Administrative Agent (who shall promptly notify and Lenders comprising the Borrower) written notice that such Required Lenders object to such ESG AmendmentLenders. In the event that the Required Lenders deliver a written notice objecting do not consent to any such ESG Amendment, an alternative ESG Amendment may be effectuated with proposed and effectuated, subject to the consent of consents required pursuant to the Required Lenders, the Borrower and the Sustainability Structuring Agentimmediately preceding sentence. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIsESG KPI Metrics and ESG SPTs, certain adjustments (increase, decrease decrease, or no adjustment) (such adjustments, the “ESG Applicable Margin Adjustments”) to the otherwise Applicable Margin applicable to the Revolving Credit Facility may be made; provided, that (and as it applies to the fees payable on the Letters of Crediti) will be made (but no adjustments shall be permitted to the Facility Fee); provided that such adjustments shall be made in two steps based on two appropriate KPIs and that the amount of all such adjustments ESG Applicable Margin Adjustments shall not exceed a an increase or decrease of 0.02% 5.0 basis points per annumannum for Borrowings and, in the case of any Revolving Borrowing, 1.0 basis point per annum for the Applicable Percentage, in aggregate for all ESG KPI Metrics (the provisions of this proviso, the “ESG Sustainability Adjustment Limitations”). For the avoidance of doubt, the ESG Applicable Margin Adjustments shall not be cumulative year-over-year and shall apply on an annual basis only. The KPIsESG KPI Metrics, the Borrower’s performance against the KPIsESG KPI Metrics, and any related ESG Applicable Margin Pricing Adjustments resulting therefrom, therefrom will be determined based on certain Borrower certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs ESG KPI Metrics in a manner that is aligned with the Sustainability Linked Loan Principles (as last published in February 2023 by the Loan Syndications and Trading Association, and as further amended, revised, or updated from time to be mutually agreed between time), including with respect to the Borrower calculation, certification, and the Sustainability Structuring Agent (each acting reasonably)measurement thereof. Following the effectiveness of any an ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of reducing the Applicable Margin shall be subject only to the consent of the Borrower, the Administrative Agent, and the Required Lenders so long as such modification does not have the effect of reducing increasing or decreasing the ESG Sustainability Adjustment Limitations set forth in the ESG Amendment by more or less than 5.0 basis points per annum on the Applicable Margin and/or, in the case of any Revolving Borrowing, more or less than 1.0 basis point per annum on the Facility Fee to a level not otherwise permitted by this Section 2.25Applicable Percentage. (b) The Sustainability Structuring Agent will assist Each party to this Agreement hereby agrees that the Borrower credit facilities described in (i) determining this Agreement are not, and shall not, constitute sustainability-linked loans unless and until the ESG Pricing Provisions in connection with any ESG Amendment and (ii) preparing informational materials focused on ESG to be used in connection with effectiveness of any ESG Amendment. (c) This Section 2.25 shall supersede any provisions in Section 10.1 Notwithstanding anything to the contrary.contrary contained in this Section 10.23, the failure to enter into an ESG Amendment shall not constitute a Default or Event of Default under this Agreement. I Less than 0.75:1.00 1.25% per annum 0.25% per annum 0.175% per annum II Less than 1.50:1.00 but greater than or equal to 0.75:1.00 1.50% per annum 0.50% per annum 0.200% per annum III Less than 2.25:1.00 but greater than or equal to 1.50:1.00 1.75% per annum 0.75% per annum 0.200% per annum IV Less than 3.00:1.00 but greater than or equal to 2.25:1.00 2.00% per annum 1.00% per annum 0.250% per annum V Less than 3.75:1.00 but greater than or equal to 3.00:1.00 2.25% per annum 1.25% per annum 0.300% per annum VI Greater than or equal to 3.75:1.00 2.50% per annum 1.50% per annum 0.350% per annum I Less than 0.75:1.00 1.50% per annum 0.50% per annum II Less than 1.50:1.00 but greater than or equal to 0.75:1.00 1.75% per annum 0.75% per annum III Less than 2.25:1.00 but greater than or equal to 1.50:1.00 2.00% per annum 1.00% per annum IV Less than 3.00:1.00 but greater than or equal to 2.25:1.00 2.25% per annum 1.25% per annum V Less than 3.75:1.00 but greater than or equal to 3.00:1.00 2.50% per annum 1.50% per annum VI Greater than or equal to 3.75:1.00 2.75% per annum 1.75% per annum [Date] Truist Bank, as Administrative Agent 0000 Xxxxxxxxx Xxxx Atlanta, GA 30326 Attention: Portfolio Manager – ApolloMed Facsimile Number: (000) 000-0000 Truist Bank Agency Services 000 Xxxxxxxxx Xxxxxx, X.X. / 25th Floor Atlanta, GA 30308 Attention: Agency Services Manager Facsimile Number: (000) 000-0000 Ladies and Gentlemen: Reference is made to that certain Xxxxxxx and Restated Credit Agreement dated as of June 16, 2021 (as amended, restated, supplemented or otherwise modified from time to time and in effect on the date hereof, the “Credit Agreement”), by and among Apollo Medical Holdings, Inc., a Delaware corporation, as Borrower, the Lenders from time to time party thereto and Truist Bank, as Administrative Agent. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement. This notice constitutes a Notice of [Term A Loan][Delayed Draw Term Loan] Borrowing, and the Borrower hereby requests a [Term A Loan][Delayed Draw Term Loan] Borrowing under the Credit Agreement, and in connection therewith the Borrower specifies the following information with respect to the [Term A Loan][Delayed Draw Term Loan] Borrowing requested hereby: (A) Aggregate principal amount of Borrowing1:_________________________ (B) Date of Borrowing (which is a Business Day):_________________________ (C) Type of Borrowing: [SOFR Borrowing][Base Rate Borrowing]2 (D) [Interest Period3: _______________________]4 1 With respect to the Delayed Draw Term Loans, limited to a maximum amount of three (3) Borrowings 2 The Term A Loan borrowed on the Third Amendment Effective Date shall be a SOFR Loan 3 Which must comply with the definition of “Interest Period” and not end after the Delayed Draw Term Commitment Termination Date 4 Insert for SOFR Borrowings only (E) [Location and number of Borrower’s account to which proceeds of the Delayed Draw Term Loan Borrowing are to be disbursed:_________________________] OR [On the Third Amendment Effective Date, the funds will be disbursed to the accounts and in the amounts set forth in the funds flow attached hereto as Exhibit A.5] (F) [The Use of Proceeds for Borrowing:_________________________]6

ESG Adjustments. (a) After the Second Amendment Effective Date, the BorrowerCompany, in consultation with the Sustainability Structuring AgentCoordinator, shall be entitled, but shall not be requiredin its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower Company and its Subsidiaries. The Sustainability Structuring Agent Coordinator and the Borrower Company may amend this Agreement (such amendment, an “ESG Amendment”) solely for the CHAR1\0000000x0 purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth tenth (5th10th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower Company unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent (who shall promptly notify the BorrowerCompany) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrower Company and the Sustainability Structuring AgentCoordinator. Upon the effectiveness of any such ESG Amendment, based on the BorrowerCompany’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin applicable to Rate for LIBOR Rate Loans, Term SOFR Loans, Alternative Currency Loans, Base Rate Loans, Canadian Prime Rate Loans, Letter of Credit Fees, the Revolving Credit Facility (Commitment Fee, and as it applies to the fees payable on the Letters of Credit) Term A-3 Loan Ticking Fee will be made (but no adjustments shall be permitted to the Facility Fee)made; provided that such adjustments shall be made in two steps based on two appropriate KPIs and that provided, further, that, the amount of all such adjustments shall not exceed a (i) in the case of the Applicable Rate for the Commitment Fee and the Term A-3 Loan Ticking Fee, an increase and/or decrease of 0.020.01% per annumand (ii) in the case of the Applicable Rate for LIBOR Rate Loans, Term SOFR Loans, Alternative Currency Loans, Base Rate Loans, Canadian Prime Rate Loans, and Letter of Credit Fees, an increase and/or decrease of 0.05%; provided, that, in no event shall the Applicable Rate for LIBOR Rate Loans, Term SOFR Loans, Alternative Currency Loans, Base Rate Loans, Canadian Prime Rate Loans, Letter of Credit Fees, the Commitment Fee, or the Term A-3 Loan Ticking Fee be less than zero. The KPIs, the BorrowerCompany’s performance against the KPIs, and any related ESG Applicable Margin Rate Pricing Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower Company and the Sustainability Structuring Agent Coordinator (each acting reasonably). Following the effectiveness of any an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin Rate for LIBOR Rate Loans, Term SOFR Loans, Alternative Currency Loans, Base Rate Loans, Canadian Prime Rate Loans, Letter of Credit Fees, the Commitment Fee, or the Facility Term A-3 Loan Ticking Fee to a level not otherwise permitted by this Section 2.252.20(a). (b) The Sustainability Structuring Agent Coordinator will assist the Borrower in (i) assist the Company in determining the ESG Pricing Provisions in connection with any the ESG Amendment and (ii) assist the Company in preparing informational materials focused on ESG to be used in connection with any the ESG Amendment. (c) This Section 2.25 2.20 shall supersede any provisions in Section 10.1 10.01 to the contrary.

ESG Adjustments. (a) After the Second Amendment Effective Closing Date, the Borrower, in consultation with the Sustainability Structuring Agent, shall be entitled, but shall not be required, entitled to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its SubsidiariesSubsidiaries with such KPIs and ESG targets being reasonably aligned with the Sustainability Linked Loan Principles. The Sustainability Structuring Agent and the Borrower may amend this Agreement (such amendment, an the “ESG Amendment”) ), solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on with the fifth (5th) Business Day after consent of the Administrative Agent shall have posted such proposed amendment to all Lenders and Agent, the Borrower unless, prior to such time, and Lenders comprising constituting the Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG AmendmentLenders. In the event that Required Lenders deliver a written notice objecting do not consent to any such ESG Amendment, an alternative ESG Amendment may be effectuated with proposed and effectuated, subject to the consent of consents required pursuant to the Required Lenders, the Borrower and the Sustainability Structuring Agentimmediately preceding sentence. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustmentsto the otherwise applicable commitment fee payable pursuant to Section 2.6, the “ESG Applicable Margin Adjustments”) to the for Term SOFR Loans, Term SOFR Daily Floating Rate Loans and Letter of Credit Fee, and Applicable Margin applicable to the Revolving Credit Facility (and as it applies to the fees payable on the Letters of Credit) for Base Rate Loans will be made (but no adjustments shall be permitted to the Facility Fee)made; provided that such adjustments shall be made in two steps based on two appropriate KPIs and provided, that the amount of all such adjustments shall not exceed a (i) in the case of the commitment fee payable pursuant to Section 2.6, an increase and/or decrease of 0.020.01% per annumand (ii) in the case of the Applicable Margin for Term SOFR Loans, Term SOFR Daily Floating Rate Loans and Letter of Credit Fee and Applicable Margin for Base Rate Loans, an increase and/or decrease of 0.05%, and the adjustments to the Applicable Margin for Base Rate Loans shall be the same amount, in basis points, as the adjustments to the Applicable Margin for Term SOFR Loans, Term SOFR Daily Floating Rate Loans and Letter of Credit Fee; provided, further that in no event shall the Applicable Margin for any commitment fee, Loan or Letter of Credit Fee be less than zero. The KPIspricing adjustments pursuant to the KPIs will require, among other things, reporting and validation of the Borrower’s performance against the KPIs, and any related ESG Applicable Margin Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and is to be mutually agreed between the Borrower and the Sustainability Structuring Agent (each all acting reasonably). The ESG Amendment will not impose any requirement on the Sustainability Agent to assess, monitor, report and/or validate the KPIs. Following the effectiveness of any the ESG Amendment, : (i) any modification to the ESG Pricing Provisions which has the effect of increasing or reducing the commitment fee payable pursuant to Section 2.6, Applicable Margin for Term SOFR Loans, Term SOFR Daily Floating Rate Loans and Letter of Credit Fee and Applicable Margin for Base Rate Loans to a level not otherwise permitted by this Section 2.23(a) shall be subject to the consent of all Lenders; and (ii) any other modification to the ESG Pricing Provisions (other than as provided for in Section 2.23(a)(i) above) shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin or the Facility Fee to a level not otherwise permitted by this Section 2.25Lenders. (b) The Sustainability Structuring Agent will assist the Borrower Company in (i) determining the ESG Pricing Provisions in connection with any ESG Amendment and (ii) preparing informational materials focused on ESG to be used in connection with any the ESG Amendment. In connection with the foregoing, the Company shall furnish the Sustainability Agent with information relevant to any proposed ESG Amendment as the Sustainability Agent may reasonably request in order to perform the services contemplated in its role as such. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Sustainability Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of custom, and is intended to create or reflect only an administrative relationship between contracting parties. (c) This Section 2.25 shall supersede any provisions in Section 10.1 to the contrary.

ESG Adjustments. (a) After the Second Amendment Effective Date, the BorrowerCompany, in consultation with the Sustainability Structuring AgentCoordinator, shall be entitled, but shall not be requiredin its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower Company and its Subsidiaries. The Sustainability Structuring Agent Coordinator and the Borrower Company may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated Agreement with the consent of the Required Lenders, the Borrower and the Sustainability Structuring Agent. Upon the effectiveness of any such ESG Amendment, based on the BorrowerCompany’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Adjustments”) to the otherwise applicable Applicable Margin applicable to for Term SOFR Loans, Optional Currency Loans, Base Rate Loans, Letter of Credit Fees, and the Revolving Credit Facility (and as it applies to the fees payable on the Letters of Credit) Commitment Fee will be made (but no adjustments shall be permitted to the Facility Fee)made; provided that such adjustments shall be made in two steps based on two appropriate KPIs and that provided, further, that, the amount of all such adjustments shall not exceed a (i) in the case of the Applicable Margin for the Commitment Fee, an increase and/or decrease of 0.020.01% per annumand (ii) in the case of the Applicable Margin for Term SOFR Loans, Optional Currency Loans, Base Rate Loans, and Letter of Credit Fees, an increase and/or decrease of 0.05%; provided, that, in no event shall the Applicable Margin for Term SOFR Loans, Optional Currency Loans, Base Rate Loans, Letter of Credit Fees, or the Commitment Fee be less than zero at any time; and provided, further, that for the avoidance of doubt, such pricing adjustments shall not be cumulative year-over-year, and each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. The KPIs, the BorrowerCompany’s performance against the KPIs, and any related ESG Applicable Margin Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower Company and the Sustainability Structuring Agent Coordinator (each acting reasonably). Following the effectiveness of any an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin for Term SOFR Loans, Optional Currency Loans, Base Rate Loans, Letter of Credit Fees, or the Facility Commitment Fee to a level not otherwise permitted by this Section 2.252.28(a). (b) The Sustainability Structuring Agent Coordinator will assist the Borrower in (i) assist the Company in determining the ESG Pricing Provisions in connection with any the ESG Amendment and (ii) assist the Company in preparing informational materials focused on ESG to be used in connection with any the ESG Amendment. (c) This Section 2.25 2.28 shall supersede any provisions in Section 10.1 9.01 to the contrary.

ESG Adjustments. (a) After the Second Amendment Effective Date, the Borrower, in consultation with the Sustainability Structuring AgentCoordinator, shall be entitled, but shall not be requiredin its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its Subsidiaries. The Sustainability Structuring Agent Coordinator and the Borrower may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth tenth (5th10th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG Amendment. In the event that the Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrower and the Sustainability Structuring AgentCoordinator. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin applicable to Rate for Eurocurrency Rate Loans, Alternative Currency Loans, Base Rate Loans, Letter of Credit Fees, and the Revolving Credit Facility (and as it applies to the fees payable on the Letters of Credit) commitment fee will be made (but no adjustments shall be permitted to the Facility Fee)made; provided that such adjustments shall be made in two steps based on two appropriate KPIs and that provided, further, that, the amount of all such adjustments shall not exceed a (i) in the case of the Applicable Rate for the Commitment Fee, an increase and/or decrease of 0.020.005% per annumfor any one KPI, or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Rate for Eurocurrency Rate Loans, Alternative Currency Loans, Base Rate Loans, and Letter of Credit Fees, an increase and/or decrease .025% for any one KPI, or 0.05% in the aggregate for all KPIs; provided, that, in no event shall the Applicable Rate for Eurocurrency Rate Loans, Alternative Currency Loans, Base Rate Loans, Letter of Credit Fees, or the commitment fee be less than zero. The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Margin Rate Pricing Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower and the Sustainability Structuring Agent Coordinator (each acting reasonably). Following the effectiveness of any an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin Rate for Eurocurrency Rate Loans, Alternative Currency Loans, Base Rate Loans, Letter of Credit Fees, or the Facility Fee commitment fee to a level not otherwise permitted by this Section 2.252.18(a). (b) The Sustainability Structuring Agent Coordinator will (i) assist the Borrower in (i) determining the ESG Pricing Provisions in connection with any the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with any the ESG Amendment. (c) This Section 2.25 2.18 shall supersede any provisions in Section 10.1 10.01 to the contrary.

ESG Adjustments. (a) After the Second Amendment Effective Closing Date, the BorrowerCompany, in consultation with the Sustainability Structuring AgentCoordinator, shall be entitled, but shall not be requiredin its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower Company and its Subsidiaries. The Sustainability Structuring Agent Coordinator and the Borrower Company may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth tenth (5th10th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower Company unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent (who shall promptly notify the BorrowerCompany) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrower Company and the Sustainability Structuring AgentCoordinator. Upon the effectiveness of any such ESG Amendment, based on the BorrowerCompany’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin applicable to Rate for Eurocurrency Rate Loans, Alternative Currency Term Rate Loans, Base Rate Loans, Letter of Credit Fees, BA Fees and the Revolving Credit Facility (and as it applies to the fees payable on the Letters of Credit) Commitment Fee will be made (but no adjustments shall be permitted to the Facility Fee)made; provided that such adjustments shall be made in two steps based on two appropriate KPIs and that that, the amount of all such adjustments shall not exceed a (i) in the case of the Applicable Rate for the Commitment Fee, an increase and/or decrease of 0.020.01% per annumand (ii) in the case of the Applicable Rate for Eurocurrency Rate Loans, Alternative Currency Term Rate Loans, Base Rate Loans, Letter of Credit Fees and BA Fees, an increase and/or decrease of 0.05%; provided, further, that, in no event shall the Applicable Rate for Eurocurrency Rate Loans, Alternative Currency Term Rate Loans, Base Rate Loans, Letter of Credit Fees, BA Fees or Commitment Fees be less than zero. The KPIs, the BorrowerCompany’s performance against the KPIs, and any related ESG Applicable Margin Rate Pricing Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower Company and the Sustainability Structuring Agent Coordinator (each acting reasonably). Following the effectiveness of any an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin or the Facility Fee Rate for Eurocurrency Rate Loans, Alternative Currency Term Rate Loans, Base Rate Loans, Letter of Credit Fees and BA Fees to a level not otherwise permitted by this Section 2.25.2.19(a). 150575819 (b) The Sustainability Structuring Agent Coordinator will assist the Borrower in (i) assist the Company in determining the ESG Pricing Provisions in connection with any the ESG Amendment and (ii) assist the Company in preparing informational materials focused on ESG to be used in connection with any the ESG Amendment. (c) This Section 2.25 2.19 shall supersede any provisions in Section 10.1 10.01 to the contrary.. 150575819

ESG Adjustments. (a) After the Second Amendment Effective Closing Date, the Borrower, in consultation with Borrower and the Sustainability Structuring AgentCoordinator, shall be entitled, but shall not be required, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its Subsidiaries. The Sustainability Structuring Agent Coordinator and the Borrower Borrower, with the consent of the Required Lenders and the Administrative Agent, may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrower and the Sustainability Structuring Agent. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin applicable to Rate for Term SOFR Loans, Base Rate Loans, Letter of Credit Fees, and the Revolving Credit Facility (and as it applies to the fees payable on the Letters of Credit) Unused Fee will be made (but no adjustments shall be permitted to the Facility Fee)made; provided that such adjustments shall be made in two steps based on two appropriate KPIs and that provided, that, the amount of all such adjustments shall not exceed a (i) in the case of the Applicable Rate for the Unused Fee, an increase and/or decrease of 0.020.005% per annumfor any one KPI, or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Rate for Term SOFR Loans, Base Rate Loans, and Letter of Credit Fees, an increase and/or decrease of 0.025% for any one KPI, or 0.05% in the aggregate for all KPIs; provided, further, that, in no event shall the Applicable Rate for Term SOFR Loans, Base Rate Loans, Letter of Credit Fees, or the Unused Fee be less than zero. The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Margin Rate Pricing Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower and the Sustainability Structuring Agent Coordinator (each acting reasonably). Following the effectiveness of any an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Borrower, the Administrative Agent and the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin Rate for Term SOFR Loans, Base Rate Loans, Letter of Credit Fees, or the Facility Unused Fee to a level not otherwise permitted by this Section 2.252.17(a). (b) The Sustainability Structuring Agent Coordinator will (i) assist the Borrower in (i) determining the ESG Pricing Provisions in connection with any the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with any the ESG Amendment. (c) This Section 2.25 2.17 shall supersede any provisions in Section 10.1 10.01 to the contrary.. CHAR1\1907976v8

ESG Adjustments. (a) After the Second Amendment Effective Date, the Borrower, in consultation with the Sustainability Structuring AgentCoordinator, shall be entitled, but shall not be requiredin its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its Subsidiaries. The Sustainability Structuring Agent Coordinator and the Borrower Borrower, with the consent of the Required Lenders, may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrower and the Sustainability Structuring Agent. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin applicable to Rate for Term SOFR Loans, Alternative Currency Loans, Base Rate Loans, Letter of Credit Fees, and the Revolving Credit Facility (and as it applies to the fees payable on the Letters of Credit) commitment fee will be made (but no adjustments shall be permitted to the Facility Fee)made; provided that such adjustments shall be made in two steps based on two appropriate KPIs and that provided, further, that, the amount of all such adjustments shall not exceed a (i) in the case of the Applicable Rate for the Commitment Fee, an increase and/or decrease of 0.020.005% per annumfor any one KPI, or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Rate for Term SOFR Loans, Alternative Currency Loans, Base Rate Loans, and Letter of Credit Fees, an increase and/or decrease .025% for any one KPI, or 0.05% in the aggregate for all KPIs; provided, that, in no event shall the Applicable Rate for Term SOFR Loans, Alternative Currency Loans, Base Rate Loans, Letter of Credit Fees, or the commitment fee be less than zero. The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Margin Rate Pricing Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower and the Sustainability Structuring Agent Coordinator (each acting reasonably). Following the effectiveness of any an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin Rate for Term SOFR Loans, Alternative Currency Loans, Base Rate Loans, Letter of Credit Fees, or the Facility Fee commitment fee to a level not otherwise permitted by this Section 2.252.18(a). (b) The Sustainability Structuring Agent Coordinator will (i) assist the Borrower in (i) determining the ESG Pricing Provisions in connection with any the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with any the ESG Amendment. (c) This Section 2.25 2.18 shall supersede any provisions in Section 10.1 10.01 to the contrary.

ESG Adjustments. (a) After Prior to the Second Amendment Effective twelve month anniversary of the Closing Date, the , (i) Borrower, in consultation with Administrative Agent and the Sustainability Structuring AgentCoordinator, shall be entitled, but shall not be required, to may in its sole discretion establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its Subsidiaries. The Administrative Agent, the Sustainability Structuring Agent Coordinator and the Borrower may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement. No later than three Business Days before the posting of such proposed ESG Amendment to the Lenders and Borrower, Borrower shall deliver to the Lenders a lender presentation in regard to the ESG and any such amendment KPIs. Any ESG Amendment shall become effective at 5:00 p.m. on the fifth (5th) 10th Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrower and the Sustainability Structuring Agent. Coordinator. (ii) Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise Applicable Margin applicable to the Revolving Credit Facility (and as it applies to the fees payable on the Letters of Credit) will be made made; (but no adjustments shall be permitted to x) in the Facility case of the Applicable Margin for the Commitment Fee); provided that such adjustments shall be made in two steps based on two appropriate KPIs and that the amount of all such adjustments shall not exceed a , an increase and/or decrease of 0.020.01% per annum and (y) in the case of the Applicable Margin for Loans and L/C Fees, an increase and/or decrease of 0.05% per annum. For the avoidance of doubt the ESG Applicable Rate Adjustments shall not be cumulative year-over-year. (iii) The KPIs, the BorrowerXxxxxxxx’s performance against the KPIs, and any related ESG Applicable Margin Rate Adjustments resulting therefrom, will be determined based on certain Borrower certificates, reports and other documents, in each case, setting forth the calculation calculation, certification, verification and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles Principles, (and as further amended, revised or updated from time to time) and to be mutually agreed between the Borrower Borrower, Administrative Agent and the Sustainability Structuring Agent Coordinator (each acting reasonably). . (b) Following the effectiveness of any an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of Borrower, Administrative Agent, the Sustainability Coordinator and the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin or the Facility Fee to a level not otherwise permitted by this Section 2.252.19. (bc) The Sustainability Structuring Agent Coordinator will assist the Borrower in (i) determining the ESG Pricing Provisions in connection with any ESG Amendment and (ii) preparing informational materials focused on ESG to be used in connection with any ESG Amendment. (cd) This Section 2.25 2.19 shall supersede any provisions in Section 10.1 11.11 to the contrary.

ESG Adjustments. (a) After the Second Amendment Effective Agreement Date, the Borrower, in consultation with the Sustainability Structuring AgentAgent and Arrangers, shall be entitled, but shall not be required, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its Subsidiaries,. The Sustainability Structuring Agent Agent, the Arrangers, and the Borrower may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the provisions relating to the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising Required Requisite Lenders have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Requisite Lenders object to such ESG Amendment. In the event that Required Requisite Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment (the “Updated ESG Amendment”) may be effectuated with the consent of the Required LendersBorrower, the Borrower Arrangers, and the Sustainability Structuring Agent, and any such Updated ESG Amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising Requisite Lenders have delivered to the Agent (who shall promptly notify the Borrower) written notice that such Requisite Lenders object to such Updated ESG Amendment. Upon the effectiveness of any such ESG Amendment or Updated ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Adjustments”) to the Applicable Margin applicable to the Revolving Credit Facility (and as it applies to the fees payable on the Letters of Credit) will be made (but no adjustments shall be permitted to the Facility Fee)made; provided that (i) such adjustments shall be made in two steps based on two appropriate KPIs KPIs, as mutually agreed by the Borrower and that the Sustainability Structuring Agent, (ii) the amount of all the initial such adjustment shall be made upon achievement of an initial such KPI, as mutually agreed by the Borrower and the Sustainability Structuring Agent, which adjustment shall not exceed a decrease of 0.01% per annum, (iii) the amount of the second such adjustment shall be made upon achievement of a second such KPI, as mutually agreed by the Borrower and the Sustainability Structuring Agent, which adjustment shall not exceed an additional decrease of 0.01% per annum, (iv) the aggregate amount of the adjustments described in this sentence shall not exceed a decrease of 0.02% per annum, and (v) in no event shall the Applicable Margin be less than zero. The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Margin Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, which may include a report from a mutually-agreeable sustainability assurance provider, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower and the Sustainability Structuring Agent (each acting reasonably). Following the effectiveness of any such ESG Amendment or Updated ESG Amendment, as the case may be, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Requisite Lenders so long as such modification does not have the effect of reducing the Applicable Margin or the Facility Fee to a level not otherwise permitted by this Section 2.252.19. (b) The Sustainability Structuring Agent will assist the Borrower in (i) determining the ESG Pricing Provisions in connection with any ESG Amendment and (ii) preparing informational materials focused on ESG to be used in connection with any ESG Amendment. (c) This Section 2.25 2.19 shall supersede any provisions in Section 10.1 12.6 to the contrary.

ESG Adjustments. (a) After the Second Amendment Effective Closing Date, the Borrower, in consultation with Company and the Sustainability Structuring AgentCoordinator, shall be entitled, but shall not be required, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower Company and its Subsidiaries. The Sustainability Structuring Agent Coordinator and the Borrower Company, with the consent of the Required Lenders, may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrower and the Sustainability Structuring Agent. Upon the effectiveness of any such ESG Amendment, based on the BorrowerCompany’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin applicable to Rate for Term SOFR Loans, Term SOFR Daily Floating Rate Loans, Base Rate Loans, Letter of Credit Fees, and the Revolving Credit Facility (and as it applies to the fees payable on the Letters of Credit) commitment fee will be made (but no adjustments shall be permitted to the Facility Fee)made; provided that such adjustments shall be made in two steps based on two appropriate KPIs and that the amount of all such adjustments shall not exceed a (i) in the case of the Applicable Rate for the commitment fee, an increase and/or decrease of 0.020.005% per annumfor any one KPI or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Rate for Term SOFR Loans, Term SOFR Daily Floating Rate Loans, Base Rate Loans, and Letter of Credit Fees, an increase and/or decrease of 0.025% for any one KPI or 0.05% in the aggregate for all KPIs. The KPIs, the BorrowerCompany’s performance against the KPIs, and any related ESG Applicable Margin Rate Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower Company and the Sustainability Structuring Agent Coordinator (each acting reasonably). Following the effectiveness of any an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Company and the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin Rate for Term SOFR Loans, Term SOFR Daily Floating Rate Loans, Base Rate Loans, Letter of Credit Fees, or the Facility Fee commitment fee to a level not otherwise permitted by this Section 2.252.19(a). (b) The Sustainability Structuring Agent Coordinator will assist the Borrower in (i) assist the Company in determining the ESG Pricing Provisions in connection with any the ESG Amendment and (ii) assist the Company in preparing informational materials focused on ESG to be used in connection with any the ESG Amendment. (c) This Section 2.25 2.19 shall supersede any provisions in Section 10.1 10.01 to the contrary.

ESG Adjustments. (a) After the Second Amendment Effective Date, the BorrowerThe Borrowers, in consultation with the Sustainability Structuring AgentCoordinator, shall be entitled, but shall not be required, to may establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its SubsidiariesBorrowers. The Sustainability Structuring Agent Coordinator and the Borrower Borrowers may amend this Agreement (such amendment, an the “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. (Eastern time), on the fifth tenth (5th10th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG Amendment. In If the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrower Borrowers and the Sustainability Structuring AgentCoordinator. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s Borrowers’ performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Adjustments”) to the otherwise Applicable Base Rate Margin, Applicable SOFR Rate Margin applicable to the Revolving and Applicable Letter of Credit Facility (and as it applies to the fees payable on the Letters of Credit) Fee Percentage will be made (but no adjustments shall be permitted to the Facility Fee)made; provided that such adjustments shall be made in two steps based on two appropriate KPIs and that the amount of all such adjustments shall not exceed a decrease five (5.0) basis points, provided that in no event shall the Applicable Base Rate Margin, Applicable SOFR Rate Margin or Applicable Letter of 0.02% per annumCredit Fee Percentage be less than zero. The KPIspricing adjustments pursuant to the KPIs will require, among other things, reporting and validation of the Borrower’s performance against the KPIs, and any related ESG Applicable Margin Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles United States Mine Safety and Health Administration or other independent governmental organization and is to be mutually agreed between the Borrower Borrowers and the Sustainability Structuring Agent Coordinator (each acting reasonably). Following the effectiveness of any the ESG Amendment, : (i) any modification to the ESG Pricing Provisions which has the effect of reducing the Applicable Base Rate Margin, Applicable SOFR Rate Margin and Applicable Letter of Credit Fee Percentage to a level not otherwise permitted by Section 3.11(a) shall be subject to the consent of all Lenders; and (ii) any other modification to the ESG Pricing Provisions (other than as provided for in Section 3.11(a)(i) above) shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin or the Facility Fee to a level not otherwise permitted by this Section 2.25Lenders. (b) The Sustainability Structuring Agent Coordinator will assist the Borrower in (i) assist the Borrowers in determining the ESG Pricing Provisions in connection with any the ESG Amendment and (ii) assist the Borrowers in preparing informational materials focused on ESG to be used in connection with any the ESG Amendment. (c) This Section 2.25 3.11 shall supersede any provisions in Section 10.1 16.2 to the contrary. (d) For the avoidance of doubt, any failure of the Borrowers to meet or satisfy any KPI shall not be considered an Event of Default under this Agreement or any other Loan Documents.

ESG Adjustments. (a) After the Second Amendment Effective Closing Date, the Borrower, in consultation with Domestic Borrowers and the Sustainability Structuring AgentCoordinator, shall be entitled, but shall not be required, entitled to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower Borrowers and its their Subsidiaries. The Sustainability Structuring Agent Coordinator and the Borrower Borrowers, with the consent of the Required Lenders, may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrower and the Sustainability Structuring Agent. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin applicable to Rate for Eurocurrency Rate Loans, Alternative Currency Loans, Base Rate Loans, Letter of Credit Fees, and the Revolving Credit Facility (and as it applies to the fees payable on the Letters of Credit) Commitment Fee will be made (but no adjustments shall be permitted to the Facility Fee)made; provided that such adjustments shall be made in two steps based on two appropriate KPIs and that provided, further, that, the amount of all such adjustments shall not exceed a (i) in the case of the Applicable Rate for the Commitment Fee, an increase and/or decrease of 0.020.005% per annumfor any one KPI, or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Rate for Eurocurrency Rate Loans, Alternative Currency Loans, Base Rate Loans, and Letter of Credit Fees, an increase and/or decrease 0.025% for any one KPI, or 0.05% in the aggregate for all KPIs; provided, that, in no event shall the Applicable Rate for Eurocurrency Rate Loans, Alternative Currency Loans, Base Rate Loans, Letter of Credit Fees, or the Commitment Fee be less than zero. The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Margin Rate Pricing Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower Domestic Borrowers and the Sustainability Structuring Agent Coordinator (each acting reasonably). Following the effectiveness of any an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin Rate for Eurocurrency Rate Loans, Alternative Currency Loans, Base Rate Loans, Letter of Credit Fees, or the Facility Commitment Fee to a level not otherwise permitted by this Section 2.252.18(a). (b) The Sustainability Structuring Agent Coordinator will assist the Borrower in (i) assist the Borrowers in determining the ESG Pricing Provisions in connection with any the ESG Amendment and (ii) assist the Borrowers in preparing informational materials focused on ESG to be used in connection with any the ESG Amendment. (c) This Section 2.25 2.18 shall supersede any provisions in Section 10.1 11.01 to the contrary.

ESG Adjustments. (a) After the Second Amendment Effective Closing Date, the Borrower, in consultation with the Sustainability Structuring AgentCoordinator, shall be entitled, but shall not be required, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its Subsidiaries. The Sustainability Structuring Agent Coordinator and the Borrower may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth tenth (5th10th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrower and the Sustainability Structuring AgentCoordinator. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Adjustments”) to the Applicable Margin applicable to and the Revolving Credit Facility (and as it applies to the fees payable on the Letters of Credit) Commitment Fee will be made (but no adjustments shall be permitted to the Facility Fee)made; provided that such adjustments shall be made in two steps based on two appropriate KPIs and that the amount of all such adjustments shall not exceed a (x) in the case of the Applicable Margin for the Commitment Fee, an increase and/or decrease of 0.020.01% per annum and (y) in the case of the Applicable Margin for Loans and Letter of Credit Fees, an increase and/or decrease of 0.05% per annum. The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Margin Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower and the Sustainability Structuring Agent Coordinator (each acting reasonably). Following the effectiveness of any ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin or the Facility Commitment Fee to a level not otherwise permitted by this Section 2.252.18(a). (b) The Sustainability Structuring Agent Coordinator will assist the Borrower in (i) determining the ESG Pricing Provisions in connection with any ESG Amendment and (ii) preparing informational materials focused on ESG to be used in connection with any ESG Amendment. (c) This Section 2.25 2.18 shall supersede any provisions in Section 10.1 11.11 to the contrary.

ESG Adjustments. (a) After Prior to the 12 month anniversary of the Second Amendment Effective Date, the Borrower, in consultation with the Sustainability Structuring Agent, shall be entitled, but shall not be required, may in its sole discretion seek to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets goals of the Borrower and its SubsidiariesSubsidiaries (such indicators, “ESG KPI Metrics”) and thresholds or targets with respect thereto (in either case, such thresholds or targets, “SPTs”). The Sustainability Structuring Administrative Agent and the Borrower (each acting reasonably and in consultation with the Sustainability Structuring Agent) may amend propose an amendment to this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs ESG KPI Metrics, the SPTs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any . Any such amendment ESG Amendment shall become effective at 5:00 p.m. on upon (i) receipt by the fifth Lenders of a lender presentation in regard to the ESG KPI Metrics and SPTs from the Borrower no later than five (5th5) Business Day after Days before the Administrative Agent shall have posted proposed effective date of such proposed amendment ESG Amendment, (ii) the posting of such proposed ESG Amendment to all Lenders and the Borrower, (iii) the identification, and engagement at the Borrower’s cost and expense, of a sustainability assurance provider, which shall be a qualified external reviewer of nationally recognized standing, independent of the Borrower unless, prior to such time, Lenders comprising Required Lenders have delivered to and its Affiliates and (iv) the receipt by the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object of executed signature pages and consents to such ESG Amendment. In Amendment from the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required LendersBorrowers, the Borrower Administrative Agent and Lenders comprising at least the Sustainability Structuring AgentRequisite Lenders. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIsESG KPI Metrics and SPTs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin applicable may be made; provided that (x) the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or an increase of more than (i) 0.040% in the Revolving Credit Applicable Margin during any fiscal year or (ii) 0.010% in the Applicable Facility (and as it applies to the fees payable on the Letters of Credit) will be made (but no Fee, in each case, which pricing adjustments shall be permitted to applied in accordance with the Facility Feeterms as further described in the ESG Pricing Provisions and (y) in no event shall any Applicable Margin be less than zero (the provisions of this proviso, the “Sustainability Adjustment Limitations”); provided that such adjustments shall be made in two steps based on two appropriate KPIs and that . For the amount avoidance of all such adjustments doubt, the ESG Applicable Rate Adjustments shall not exceed a decrease of 0.02% per annumbe cumulative year-over-year and shall only apply until the date on which the next adjustment is due to take place. The KPIsESG KPI Metrics, the Borrower’s performance against the KPIsESG KPI Metrics, and any related ESG Applicable Margin Rate Adjustments resulting therefrom, will be determined based on certain Borrower certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs ESG KPI Metrics in a manner that is aligned with the Sustainability Linked Loan Principles Principles, including with respect to the selection, setting, calculation, certification and to be mutually agreed between the Borrower and the Sustainability Structuring Agent (each acting reasonably)measurement thereof. Following the effectiveness of any ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin or the Facility Fee to a level not otherwise permitted by this Section 2.25. (b) The Sustainability Structuring Agent will assist the Borrower in (i) determining the ESG Pricing Provisions in connection with any ESG Amendment and (ii) preparing informational materials focused on ESG to be used in connection with any ESG Amendment. (c) This Section 2.25 shall supersede any provisions in Section 10.1 to the contrary.- 122 - LEGAL02/44384586v6

ESG Adjustments. (a) After the Second Amendment Effective Date, the The Borrower, in consultation with the Sustainability Structuring Agent, shall be entitled, but shall not be required, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its Subsidiaries. The Sustainability Structuring Agent and the Borrower may amend this Agreement (such amendment, an “ESG AmendmentAmendment (Revolving Credit Facility)”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing ProvisionsProvisions (Revolving Credit Facility)”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG AmendmentAmendment (Revolving Credit Facility). In the event that Required Lenders deliver a written notice objecting to any such ESG AmendmentAmendment (Revolving Credit Facility), an alternative ESG Amendment (Revolving Credit Facility) may be effectuated with the consent of the Required Lenders, the Borrower and the Sustainability Structuring Agent. Upon the effectiveness of any such ESG AmendmentAmendment (Revolving Credit Facility), based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin AdjustmentsAdjustments (Revolving Credit Facility)”) to the Applicable Margin applicable to the Revolving Credit Facility (and as it applies to the fees payable on the Letters of Credit) will be made (but no adjustments shall be permitted to the Facility Fee); provided that such adjustments shall be made in two steps based on two appropriate KPIs and that the amount of all such adjustments shall not exceed a decrease of 0.02% per annum. The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Margin Adjustments (Revolving Credit Facility) resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower and the Sustainability Structuring Agent (each acting reasonably). Following the effectiveness of any ESG AmendmentAmendment (Revolving Credit Facility), any modification to the ESG Pricing Provisions (Revolving Credit Facility) shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin applicable to the Revolving Credit Facility or the Facility Fee to a level not otherwise permitted by this Section 2.25. (a) After the Fifth Amendment Effective Date and at any time up to the first anniversary of such date, the Borrower, in consultation with the Sustainability Structuring Agent, shall be entitled, but shall not be required, to establish specified KPIs with respect to certain ESG goals of the Borrower and its Subsidiaries (such indicators, “TL ESG KPI Metrics”) and thresholds or targets with respect thereto (in either case, such thresholds or targets, “SPTs”). The Administrative Agent and the Borrower (each acting reasonably and in consultation with the Sustainability Structuring Agent) may propose an amendment to this Agreement (such amendment, an “ESG Amendment (Fifth Amendment Term Loan Facility)”) solely for the purpose of incorporating the TL ESG KPI Metrics, the SPTs and other related provisions (the “ESG Pricing Provisions (Fifth Amendment Term Loan Facility)”) into this Agreement which provisions may, but are not required to, be different from the ESG Pricing Provisions (Revolving Credit Facility). Any such ESG Amendment (Fifth Amendment Term Loan Facility) shall become effective upon (i) receipt by the Fifth Amendment Term Loan Lenders of a lender presentation in regard to the TL ESG KPI Metrics and SPTs from the Borrower no later than ten (10) Business Days before the proposed effective date of such proposed ESG Amendment (Fifth Amendment Term Loan Facility), (ii) the posting of such proposed ESG Amendment (Fifth Amendment Term Loan Facility) to all Fifth Amendment Term Loan Lenders and the Borrower, (iii) the identification, and engagement at the Borrower’s cost and expense, of a sustainability assurance provider, which shall be a qualified external reviewer of nationally recognized standing, independent of the Borrower and its Affiliates and (iv) the receipt by the Administrative Agent of executed signature pages and consents to such ESG Amendment (Fifth Amendment Term Loan Facility) from the Borrower, the Administrative Agent and the Majority Fifth Amendment Term Loan Facility Lenders. Upon the effectiveness of any such ESG Amendment (Fifth Amendment Term Loan Facility), based on the Borrower’s performance against the TL ESG KPI Metrics and SPTs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Adjustments (Fifth Amendment Term Loan Facility)”) to the otherwise applicable Applicable Margin as it applies to the Fifth Amendment Term Loan Facility may be made; provided that (x) the amount of any such adjustments made pursuant to an ESG Amendment (Fifth Amendment Term Loan Facility) shall not result in a decrease or an increase of more than 0.02% in the Applicable Margin during any fiscal year, which pricing adjustments shall be applied in accordance with the terms as further described in the ESG Pricing Provisions (Fifth Amendment Term Loan Facility) and (y) in no event shall any Applicable Margin be less than zero (the provisions of this proviso, the “Sustainability Adjustment Limitations (Fifth Amendment Term Loan Facility)”). For the avoidance of doubt, the ESG Applicable Margin Adjustments (Fifth Amendment Term Loan Facility) shall not be cumulative year-over-year and shall only apply until the date on which the next adjustment is due to take place. The TL ESG KPI Metrics, the Borrower’s performance against the TL ESG KPI Metrics, and any related ESG Applicable Margin Adjustments (Fifth Amendment Term Loan Facility) resulting therefrom, will be determined based on certain Borrower certificates, reports and other documents, in each case, setting forth the TL ESG KPI Metrics in a manner that is aligned with the Sustainability Linked Loan Principles, including with respect to the selection, setting, calculation, certification and measurement thereof. Following the effectiveness of any ESG Amendment (Fifth Amendment Term Loan Facility), any modification to the ESG Pricing Provisions (Fifth Amendment Term Loan Facility) shall be subject only to the consent of the Borrower, the Administrative Agent and the Majority Fifth Amendment Term Loan Facility Lenders so long as such modification does not have the effect of (1) increasing or decreasing the Sustainability Adjustment Limitations (Fifth Amendment Term Loan Facility) set forth in the ESG Amendment (Fifth Amendment Term Loan Facility) or (2) reducing the Applicable Margin applicable to the Fifth Amendment Term Loan Facility to a level not otherwise permitted by this Section 2.25. (b) The Borrower, the Sustainability Structuring Agent, the Administrative Agent and the Lenders agree that neither the Loans nor the Commitments are, nor shall be, deemed a sustainability-linked loan unless and until the effectiveness of any ESG Amendment. Prior to the effectiveness of an ESG Amendment, the Borrower will not publish any materials or statements (including on any website of the Borrower, in the financial statements or annual reports of the Borrower or in any press release or public announcement issued by the Borrower) which refer to this Agreement being a sustainability-linked loan. (c) For the avoidance of doubt, the terms of the ESG Pricing Provisions (Fifth Amendment Term Loan Facility) and the ESG Pricing Provisions (Revolving Credit Facility) may be similar or the same, and may be documented in a single amendment document, provided that the effectiveness of any ESG Applicable Margin Adjustments (Fifth Amendment Term Loan Facility) or ESG Applicable Margin Adjustments (Revolving Credit Facility) applicable thereto shall be subject to the consent requirements as set out in clauses (a) and (b) of this Section. (d) The Sustainability Structuring Agent will assist the Borrower in (i) determining the any ESG Pricing Provisions in connection with any ESG Amendment and (ii) preparing informational materials focused on ESG to be used in connection with any ESG Amendment; provided, however, that the Sustainability Structuring Agent has not and will not assume any advisory, agency or fiduciary responsibility in favor of Borrower. (ce) This Notwithstanding clauses (a) – (e) above, neither the Administrative Agent nor the Sustainability Structuring Agent: (i) makes any assurances as to whether this Agreement meets the criteria or expectations of the Borrower or any Lender with respect to environmental or social impact and sustainability performance; (ii) makes any assurances as to whether the facility has met any industry standard for sustainability-linked credit facilities; or (iii) has any responsibility for or liability in reviewing, auditing or otherwise evaluating any calculation provided by the Borrower of the KPI Metrics or any Applicable Margin adjustment (or, for the avoidance of doubt, any of the data or computations that are part of or related to any such calculation) set forth in any pricing certificate or Compliance Certificate (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry, when implementing any pricing adjustment). (f) Each Lender hereby acknowledges that neither the Sustainability Structuring Agent, any Documentation Agent nor any other Lender (or its Affiliate) designated as an “Agent” or “Arranger” on the cover page hereof (other than the Administrative Agent) has any liability hereunder other than in its capacity as a Lender. (g) Other than (i) increasing or decreasing the Sustainability Adjustment Limitations (Fifth Amendment Term Loan Facility) or (ii) reducing any Applicable Margin or the applicable Facility Fee to less than zero (which, for the avoidance of doubt, shall be subject to the written consent of “each Lender affected thereby”, in accordance with Section 10.1), this Section 2.25 shall supersede any provisions other clause or provision in Section 10.1 to the contrary, including any provision of Section 10.1 requiring the consent of “each Lender affected thereby”, for reductions in interest rates or fees payable thereunder.

ESG Adjustments. (a) After the Second Amendment Effective Closing Date, the BorrowerCompany, in consultation with the Sustainability Structuring AgentCoordinator, shall be entitled, but shall not be requiredin its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower Company and its Subsidiaries. The Sustainability Structuring Agent Coordinator and the Borrower Company may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth tenth (5th10th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower Company unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent (who shall promptly notify the BorrowerCompany) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrower Company and the Sustainability Structuring AgentCoordinator. Upon the effectiveness of any such ESG Amendment, based on the BorrowerCompany’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin applicable to Rate for Term SOFR Loans, Alternative Currency Term Rate Loans, Base Rate Loans, Letter of Credit Fees, BA Fees and the Revolving Credit Facility (and as it applies to the fees payable on the Letters of Credit) Commitment Fee will be made (but no adjustments shall be permitted to the Facility Fee)made; provided that such adjustments shall be made in two steps based on two appropriate KPIs and that that, the amount of all such adjustments shall not exceed a (i) in the case of the Applicable Rate for the Commitment Fee, an increase and/or decrease of 0.020.01% per annumand (ii) in the case of the Applicable Rate for Term SOFR Loans, Alternative Currency Term Rate Loans, Base Rate Loans, Letter of Credit Fees and BA Fees, an increase and/or decrease of 0.05%; provided, further, that, in no event shall the Applicable Rate for Term SOFR Loans, Alternative Currency Term Rate Loans, Base Rate Loans, Letter of Credit Fees, BA Fees or Commitment Fees be less than zero. The KPIs, the BorrowerCompany’s performance against the KPIs, and any related ESG Applicable Margin Rate Pricing Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower Company and the Sustainability Structuring Agent Coordinator (each acting reasonably). Following the effectiveness of any an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin or the Facility Fee Rate for Term SOFR Loans, Alternative Currency Term Rate Loans, Base Rate Loans, Letter of Credit Fees and BA Fees to a level not otherwise permitted by this Section 2.252.19(a). (b) The Sustainability Structuring Agent Coordinator will assist the Borrower in (i) assist the Company in determining the ESG Pricing Provisions in connection with any the ESG Amendment and (ii) assist the Company in preparing informational materials focused on ESG to be used in connection with any the ESG Amendment. (c) This Section 2.25 2.19 shall supersede any provisions in Section 10.1 10.01 to the contrary.

ESG Adjustments. (a1) After the Second Amendment Effective Date, the Borrower, in consultation with the Sustainability Structuring AgentCoordinators, shall be entitled, but shall not be requiredin its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its Subsidiaries. The Sustainability Structuring Agent Coordinators and the Borrower may amend this Agreement (any such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment ESG Amendment shall become effective at 5:00 p.m. on upon the fifth (5th) Business Day after the Administrative Agent shall have posted posting of such proposed amendment ESG Amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising Required Lenders have delivered to and the receipt by the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object of executed signature pages and consents to such ESG Amendment. In Amendment from the event that Required Borrower, each Sustainability Coordinator and Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of comprising the Required Lenders, the Borrower and the Sustainability Structuring Agent. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin applicable for SOFR Loans, Base Rate Loans and the Facility Fee will be made; provided, that, (i) the amount of such adjustments, taken together, to the Revolving Credit Facility otherwise applicable Applicable Margin for (and as it applies to the fees payable on the Letters of CreditA) will be made (but no adjustments shall be permitted to the Facility Fee); provided that such adjustments shall be made in two steps based on two appropriate KPIs and that the amount of all such adjustments , shall not exceed a an increase and/or decrease of 0.02% per annumone basis point (0.01%) in the aggregate, and (B) SOFR Loans and Base Rate Loans, shall not exceed an increase and/or decrease of four basis points (0.04%) in the aggregate, and (ii) in no event shall the Applicable Margin for SOFR Loans, Base Rate Loans or the Facility Fee be less than zero percent (0.00%). The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Margin Rate Pricing Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower and the Sustainability Structuring Agent Coordinators (each acting reasonably). Following the effectiveness of any an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders Lenders, so long as such modification does not have the effect of reducing the Applicable Margin for SOFR Loans, Base Rate Loans or the Facility Fee to a level that is not otherwise permitted by this Section 2.25clause (a). (b2) The Sustainability Structuring Agent Coordinators will assist the Borrower in in: (i) determining the ESG Pricing Provisions in connection with any proposed ESG Amendment Amendment; and (ii) preparing informational materials focused on ESG to be used in connection with any proposed ESG Amendment. (c3) This Section 2.25 2.17 shall supersede any provisions in Section 10.1 11.01 to the contrary.. CHAR1\1927666v7

ESG Adjustments. (a) After the Second Amendment Effective Closing Date, the BorrowerCompany, in consultation with the Sustainability Structuring AgentCoordinator, shall be entitled, but shall not be requiredin its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower Company and its Subsidiaries. The Sustainability Structuring Agent Coordinator and the Borrower Company may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated Agreement with the consent of the Required Lenders, the Borrower Company and the Sustainability Structuring AgentCoordinator. Upon the effectiveness of any such ESG Amendment, based on the BorrowerCompany’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin applicable to the Revolving Credit Facility (Rate for Term SOFR Loans and as it applies to the fees payable on the Letters of Credit) Base Rate Loans will be made (but no adjustments shall be permitted to the Facility Fee)made; provided that such adjustments shall be made in two steps based on two appropriate KPIs and that that, the amount of all such adjustments shall not exceed a exceed, in the case of the Applicable Rate for Term SOFR Loans and Base Rate Loans, an increase and/or decrease of 0.02% per annum0.05%; provided, further, that, in no event shall the Applicable Rate for Term SOFR Loans or Base Rate Loans be less than zero. The KPIs, the BorrowerCompany’s performance against the KPIs, and any related ESG Applicable Margin Rate Pricing Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower Company and the Sustainability Structuring Agent Coordinator (each acting reasonably). Following the effectiveness of any an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin or the Facility Fee Rate for Term SOFR Loans and Base Rate Loans to a level not otherwise permitted by this Section 2.252.16(a). (b) The Sustainability Structuring Agent Coordinator will assist the Borrower in (i) assist the Company in determining the ESG Pricing Provisions in connection with any the ESG Amendment and (ii) assist the Company in preparing informational materials focused on ESG to be used in connection with any the ESG Amendment. (c) This Section 2.25 2.16 shall supersede any provisions in Section 10.1 10.01 to the contrary.

ESG Adjustments. (a) After the Second Amendment Effective Closing Date, the BorrowerCompany, in consultation with the Sustainability Structuring AgentCoordinators, shall be entitled, but shall not be required, entitled to establish propose specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower Company and its Subsidiaries. The Sustainability Structuring Agent proposed KPIs and other related provisions (the Borrower may amend “ESG Pricing Provisions”) shall be set forth in a proposed amendment to this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “such ESG Pricing Provisions”) Provisions into this Agreement, and any such amendment . The ESG Amendment shall become effective at 5:00 p.m. on such time as it is consented to by (i) with respect to an ESG Amendment effecting adjustments to the fifth (5th) Business Day after Facility Fee and the Applicable Rate with respect to the Revolving Credit Facility, the Company, the Sustainability Coordinators, the Administrative Agent shall have posted such proposed amendment to all and the Required Revolving Lenders and (ii) with respect to an ESG Amendment effecting adjustments to the Borrower unlessApplicable Rate with respect to the Term Facility, prior to such timethe Company, Lenders comprising Required Lenders have delivered to the Sustainability Coordinators, the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of and the Required Term Lenders, the Borrower and the Sustainability Structuring Agent. Upon the effectiveness of any such ESG Amendment, based on the BorrowerCompany’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Percentage Adjustments”) to the otherwise applicable Applicable Margin applicable to Rate (including for Loans, the Revolving Facility Fee and Letter of Credit Facility (and as it applies to the fees payable on the Letters of CreditFees) will be made (but no adjustments shall be permitted to the Facility Fee)made; provided that such adjustments shall be made in two steps based on two appropriate KPIs and that (i) the amount of all such adjustments shall not exceed a (x) in the case of the Applicable Rate with respect to Loans under the Revolving Credit Facility and Letter of Credit Fees, an increase and/or decrease of 0.020.04% per annum, (y) in the case of the Applicable Rate with respect to Loans under the Term Facility, an increase and/or decrease of 0.05% per annum and (z) in the case of the Facility Fee, an increase and/or decrease of 0.01% per annum and (ii) in no event shall the Applicable Rate for Loans, the Letter of Credit Fees or the Facility Fee be less than zero. The KPIs, the BorrowerCompany’s performance against the KPIs, and any related ESG Applicable Margin Percentage Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation measurement and measurement verification of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower Company and the Sustainability Structuring Agent Coordinators (each acting reasonably). Following the effectiveness of any ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Revolving Lenders or the Required Term Lenders (as applicable), along with the Company, the Sustainability Coordinators and the Administrative Agent, so long as such modification does not have the effect of reducing the Applicable Margin Rate for Loans, Letter of Credit Fees or the Facility Fee to a level not otherwise permitted by this Section 2.252.21(a). No ESG Amendment shall provide for adjustment of the Ticking Fee. (b) The Sustainability Structuring Agent Coordinators will assist the Borrower Company in (i) determining the ESG Pricing Provisions in connection with any ESG Amendment and (ii) preparing informational materials focused on ESG to be used in connection with any ESG Amendment. (c) This Section 2.25 2.21 shall supersede any provisions in Section 10.1 11.01 to the contrary.. ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY 3.01

ESG Adjustments. (a) After the Second First Amendment Effective Date, the Borrower, in consultation with the Sustainability Structuring Agent, shall be entitled, but shall not be required, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its Subsidiaries. The Sustainability Structuring Agent and the Borrower may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrower and the Sustainability Structuring Agent. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Adjustments”) to the Applicable Margin applicable to the Revolving Credit Initial Term Loan Facility (and as it applies to the fees payable on the Letters of Credit) will be made (but no adjustments shall be permitted to the Facility Fee)made; provided that such adjustments shall be made in two steps based on two appropriate KPIs and that the amount of all such adjustments shall not exceed a decrease of 0.02% per annum. The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Margin Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower and the Sustainability Structuring Agent (each acting reasonably). Following the effectiveness of any ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin or the Facility Fee to a level not otherwise permitted by this Section 2.25. (b) The Sustainability Structuring Agent will assist the Borrower in (i) determining the ESG Pricing Provisions in connection with any ESG Amendment and (ii) preparing informational materials focused on ESG to be used in connection with any ESG Amendment. (c) This Section 2.25 shall supersede any provisions in Section 10.1 to the contrary.

ESG Adjustments. (a) After the Second Amendment Effective Closing Date, the BorrowerRyder, in consultation with the Sustainability Structuring AgentCoordinator, shall be entitled, but shall not be requiredin its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower Ryder and its Subsidiaries. The Sustainability Structuring Agent Coordinator and the Borrower Ryder may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth tenth (5th10th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower Ryder unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent (who shall promptly notify the BorrowerRyder) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrower Ryder and the Sustainability Structuring AgentCoordinator. Upon the effectiveness of any such ESG Amendment, based on the BorrowerRyder’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin applicable to Rate for Eurodollar Rate Loans, Alternative Currency Loans, Base Rate Loans, Canadian Prime Rate Loans, Swing Line Loans, Letter of Credit Fees, the Revolving Credit Acceptance Fees, and the Facility (and as it applies to the fees payable on the Letters of Credit) Fees will be made (but no adjustments shall be permitted to the Facility Fee)made; provided that such adjustments shall be made in two steps based on two appropriate KPIs and that provided, further, that, the amount of all such adjustments shall not exceed a (i) in the case of the Applicable Rate for the Facility Fees, an increase and/or decrease of 0.020.01% per annumand (ii) in the case of the Applicable Rate for Eurodollar Rate Loans, Alternative Currency Loans, Base Rate Loans, Canadian Prime Rate Loans, Swing Line Loans, Letter of Credit Fees, and the Acceptance Fees, an increase and/or decrease of 0.04%; provided, that, in no event shall the Applicable Rate for Eurodollar Rate Loans, Alternative Currency Loans, Base Rate Loans, Canadian Prime Rate Loans, Swing Line Loans, Letter of Credit Fees, Acceptance Fees, or Facility Fees be less than zero. The KPIs, the BorrowerRyder’s performance against the KPIs, and any related ESG Applicable Margin Rate Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower Ryder and the Sustainability Structuring Agent Coordinator (each acting reasonably). Following the effectiveness of any an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin Rate for Eurodollar Rate Loans, Alternative Currency Loans, Base Rate Loans, Canadian Prime Rate Loans, Swing Line Loans, Letter of Credit Fees, Acceptance Fees, or the Facility Fee Fees to a level not otherwise permitted by this Section 2.252.20(a). (b) The Sustainability Structuring Agent Coordinator will assist the Borrower in (i) assist Ryder in determining the ESG Pricing Provisions in connection with any the ESG Amendment and (ii) assist Ryder in preparing informational materials focused on ESG to be used in connection with any the ESG Amendment. (c) This Section 2.25 2.20 shall supersede any provisions in Section 10.1 11.01 to the contrary.

ESG Adjustments. (ai) After Prior to the Second Amendment 12 month anniversary of the Effective Date, the Borrower, in consultation with the Sustainability Structuring Agent, shall be entitled, but shall not be required, may in its sole discretion seek to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets goals of the Borrower and its SubsidiariesSubsidiaries (such indicators, “ESG KPI Metrics”) and thresholds or targets with respect thereto (in either case, such thresholds or targets, “SPTs”). The Sustainability Structuring Administrative Agent and the Borrower (each acting reasonably and in consultation with the Sustainability Structuring Agent) may amend propose an amendment to this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs KPI Metrics, the SPTs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any . Any such amendment ESG Amendment shall become effective at 5:00 p.m. on upon (i) receipt by the fifth Lenders of a lender presentation in regard to the KPI Metrics and SPTs from the Borrower no later than five (5th5) Business Day after Days before the Administrative Agent shall have posted proposed effective date of such proposed amendment ESG Amendment, (ii) the posting of such proposed ESG Amendment to all Lenders and the Borrower, (iii) the identification, and engagement at the Borrower’s cost and expense, of a sustainability assurance provider, which shall be a qualified external reviewer of nationally recognized standing, independent of the Borrower unless, prior to such time, Lenders comprising Required Lenders have delivered to and its Affiliates and (iv) the receipt by the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object of executed signature pages and consents to such ESG Amendment. In Amendment from the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required LendersBorrowers, the Borrower Administrative Agent and Lenders comprising at least the Sustainability Structuring AgentRequisite Lenders. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIsKPI Metrics and SPTs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin applicable and Applicable Facility Fee may be made; provided that (x) the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or an increase of more than 0.040% in the Revolving Credit Facility (and as it applies to the fees payable on the Letters of Credit) will be made (but no Applicable Margin during any fiscal year, which pricing adjustments shall be permitted applied in accordance with the terms as further described in the ESG Pricing Provisions, (y) the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or an increase of more than 0.010% in the Applicable Facility Fee); provided that such Fee during any fiscal year, which pricing adjustments shall be made applied in two steps based on two appropriate KPIs accordance with the terms as further described in the ESG Pricing Provisions and that (z) in no event shall any Applicable Margin or Applicable Facility Fee be less than zero (the amount provisions of all such adjustments this proviso, the “Sustainability Adjustment Limitations”). For the avoidance of doubt, the ESG Applicable Rate Adjustments shall not exceed a decrease of 0.02% per annumbe cumulative year-over-year and shall only apply until the date on which the next adjustment is due to take place. The KPIsKPI Metrics, the Borrower’s performance against the KPIsKPI Metrics, and any related ESG Applicable Margin Rate Adjustments resulting therefrom, will be determined based on certain Borrower certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs KPI Metrics in a manner that is aligned with the Sustainability Linked Loan Principles Principles, including with respect to the selection, setting, calculation, certification and to be mutually agreed between the Borrower and the Sustainability Structuring Agent (each acting reasonably)measurement thereof. Following the effectiveness of any an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Borrower, the Administrative Agent and the Requisite Lenders so long as such modification does not have the effect of (1) increasing or decreasing the Sustainability Adjustment Limitations set forth in the ESG Amendment or (2) reducing any Applicable Margin or Applicable Facility Fee to less than zero. (ii) The Borrower, the Sustainability Structuring Agent, the Administrative Agent and the Lenders agree that neither the Loans nor the Commitments are, nor shall be, a deemed sustainability-linked loan unless and until the effectiveness of any ESG Amendment. Prior to the effectiveness of an ESG Amendment, the Borrower will not publish any materials or statements (including on any website of the Borrower, in the financial statements or annual reports of the Borrower or in any press release or public announcement issued by the Borrower) which refer to this Agreement being a sustainability-linked loan. (iii) Other than (i) increasing or decreasing the Sustainability Adjustment Limitations or (ii) reducing any Applicable Margin or the Applicable Facility Fee to a level not otherwise permitted by less than zero (which, for the avoidance of doubt, shall be subject to the written consent of “each Lender affected thereby”, in accordance with Section 12.6(b)), this Section 2.25. (b12.6(h) The Sustainability Structuring Agent will assist the Borrower in (i) determining the ESG Pricing Provisions in connection with any ESG Amendment and (ii) preparing informational materials focused on ESG to be used in connection with any ESG Amendment. (c) This Section 2.25 shall supersede any provisions other clause or provision in Section 10.1 12.6 to the contrary, including any provision of Section 12.6(b) requiring the consent of “each Lender affected thereby”, for reductions in interest rates or fees payable thereunder.