Common use of Sustainability Adjustments Clause in Contracts

Sustainability Adjustments. (a) (i) Each of the Sustainability Margin Adjustment and the Sustainability Facility Fee Adjustment shall be effective on the Sustainability Adjustment Date and (ii) each change in the Applicable Margin and the Facility Fee Rate resulting from a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Adjustment Date and ending on the date immediately preceding the next such Sustainability Adjustment Date. (b) For the avoidance of doubt, the Sustainability Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar year. It is further understood and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate will never be reduced or increased by more than [Redacted], in each case pursuant to the Sustainability Margin Adjustment or the Sustainability Facility Fee Adjustment, as applicable, during any calendar year (the “Maximum Adjustment”). For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment or any adjustment to the Facility Fee Rate due to a Sustainability Facility Fee Adjustment in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (c) If the Company fails to provide the Lead Sustainability Structuring Agent and the Administrative Agent with the Sustainability Pricing Certificate or one or more of the KPI Metrics for any calendar year within the timeframe indicated in Section 6.2, the Applicable Margin shall be increased by [Redacted] and the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submitted, commencing on the Sustainability Adjustment Date and continuing until five Business Days following the date on which the Company submits another Sustainability Pricing Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, that it is understood and agreed that the Applicable Margin and the Facility Fee Rate, as applicable, will never be increased by more than the Maximum Adjustment. (d) Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability Structuring Agents shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company of any Sustainability Applicable Rate Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (e) In the event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following the effective date of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zero.

Sustainability Adjustments. (a) DEI may deliver a Pricing Certificate to the Administrative Agent in respect of the most recently ended calendar year on any date prior to the date that is 120 days following the last day of such calendar year (the date the Administrative Agent’s receipt thereof, each a “Pricing Certificate Date”), which DEI may or may not do, in its sole discretion. If DEI so delivers a Pricing Certificate in respect of a calendar year, (i) Each the Applicable Percentage for the Revolving Loans incurred by DEI shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Margin Adjustment as set forth in the KPI Metrics Certificate delivered with such Pricing Certificate, and (ii) the Applicable Percentage for the Facility Fee for Commitments under the DEI Sublimit shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Fee Adjustment as set forth in such KPI Metrics Certificate. If no Pricing Certificate is so delivered in respect of a calendar year, the Sustainability Margin Adjustment and the Sustainability Fee Adjustment in respect of such calendar year shall be determined pursuant to Section 1.7(c). For purposes of the foregoing, (A) if a Pricing Certificate is so delivered for any calendar year, the Sustainability Margin Adjustment and the Sustainability Fee Adjustment shall be determined as of the fifth Business Day following the Pricing Certificate Date for such Pricing Certificate based upon the KPI Metrics for such calendar year set forth in the KPI Metrics Certificate delivered with such Pricing Certificate and the calculations of the Sustainability Margin Adjustment and the Sustainability Facility Fee Adjustment in such KPI Metrics Certificate and (B) if no Pricing Certificate is so delivered in respect of such calendar year, the Sustainability Margin Adjustment and the Sustainability Fee Adjustment shall be determined pursuant to Section 1.7(c) effective on as of the Business Day immediately following the date that is 120 days following the last day of such calendar year (such fifth (5th) Business Day or such Business Day, as applicable, each a “Sustainability Pricing Adjustment Date and (ii) each Date”). Each change in the Applicable Margin and the Facility Fee Rate resulting from a Percentages on any Sustainability Pricing Certificate Adjustment Date shall be effective during the period commencing on and including the applicable such Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment Date. (b) For the avoidance of doubt, the Sustainability only one Pricing Certificate (or, in the case of non-delivery of a Pricing Certificate, zero Pricing Certificates) may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar year. It is further understood and agreed that the Applicable Margin will never be reduced Percentage for Revolving Loans incurred by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate DEI will never be reduced or increased by more than [Redacted]0.05% and that the Applicable Percentage for the Facility Fee for Commitments under the DEI Sublimit will never be reduced or increased by more than 0.01%, in each case pursuant to the Sustainability Margin Adjustment or and the Sustainability Facility Fee Adjustment, as applicablerespectively, during on any calendar year (the “Maximum Adjustment”)Sustainability Pricing Adjustment Date. For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment Percentages for such Revolving Loans or any adjustment to the such Facility Fee Rate due to a Sustainability Facility Fee Adjustment by reason of meeting one or several KPI Metrics in any calendar year shall not be cumulative year-over-year. Each applicable adjustment The adjustments pursuant to this Section made on any Sustainability Pricing Adjustment Date shall only apply for the period until the date on which immediately preceding the next adjustment is due to take placeSustainability Pricing Adjustment Date. (c) It is hereby understood and agreed that if no such Pricing Certificate with respect to a calendar year is delivered by DEI within the period set forth in this Section 1.7, the Sustainability Margin Adjustment will be positive 0.05% and the Sustainability Fee Adjustment will be positive 0.01% commencing on the last day of such period and continuing until the day immediately prior to the next Sustainability Pricing Adjustment Date. (d) If (i)(A) a Borrower or any Lender becomes aware of any material inaccuracy in the Company fails Sustainability Margin Adjustment, the Sustainability 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 10 Business Days after obtaining knowledge thereof, a written notice to provide the Lead Sustainability Structuring Agent and the Administrative Agent describing such Pricing Certificate Inaccuracy in reasonable detail (which description shall be shared with each Lender and the Borrowers), or (B) the Borrowers 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 Sustainability Pricing Certificate Margin Adjustment, Sustainability Fee Adjustment or one or more of the KPI Metrics for any calendar year within the timeframe indicated would have resulted in Section 6.2, an increase in the Applicable Margin shall be increased Percentages for the Revolving Loans incurred by [Redacted] DEI and the Facility Fee Rate for Commitments under the DEI Sublimit for any period, the Borrowers shall be increased obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by [Redacted] the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for each applicable Key Performance Indicator relief with respect to any Borrower under the Bankruptcy Code (or any comparable event under non-U.S. debtor relief laws), automatically and without further action by the Administrative Agent or any Lender), but in any event within 10 Business Days after the Borrowers have received written notice of, or have agreed in writing that there was, a Pricing Certificate Inaccuracy, 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. If a Borrower becomes aware of any Pricing Certificate Inaccuracy and, in connection therewith, if a proper calculation of the Sustainability Margin Adjustment, Sustainability Fee Adjustment or the KPI Metrics would have resulted in a decrease in the Applicable Percentages for the Revolving Loans incurred by DEI and the Facility Fee for Commitments under the DEI Sublimit for any period, then, upon receipt by the Administrative Agent of notice from the Borrowers of such Pricing Certificate Inaccuracy (which a notice shall include corrections to the calculations of the Sustainability Margin Adjustment, Sustainability Fee Adjustment or the KPI Metric has not been submittedMetrics, as applicable), commencing on the Sustainability Adjustment Date and continuing until five Business Days Day following receipt by the date on which Administrative Agent of such notice, the Company submits another Sustainability Pricing Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate is provided, Applicable Percentages for the subsequent calendar year); providedRevolving Loans incurred by DEI and the Facility Fee for Commitments under the DEI Sublimit shall be adjusted to reflect the corrected calculations of the Sustainability Margin Adjustment, that it Sustainability Fee Adjustment or the KPI Metrics, as applicable. (e) It is understood and agreed that any Pricing Certificate Inaccuracy shall not constitute a Default or Event of Default; provided, that, the Applicable Margin Borrowers comply with the terms of this Section 1.7 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 a Borrower under the Bankruptcy Code (or any comparable event under non-U.S. debtor relief laws), (a) any additional amounts required to be paid pursuant the immediate preceding paragraph shall not be due and payable until the Facility Fee Ratedate that is 10 Business Days after a written demand is made for such payment by the Administrative Agent in accordance with such paragraph, as applicable, will never (b) any nonpayment of such additional amounts prior to or upon such demand for payment by Administrative Agent shall not constitute a Default (whether retroactively or otherwise) and (c) none of such additional amounts shall be increased by more than deemed overdue prior to the Maximum Adjustmentdate that is 10 Business Days after such a demand or shall accrue interest at the rate provided in Section 3.1(b) prior to the date that is 10 Business Days after such a demand. (df) Each party hereto hereby agrees that neither the Administrative Agent nor the Co-Sustainability Structuring Agents Agent shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company any Borrower of any Sustainability Applicable Rate Margin Adjustment or Sustainability Fee Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Administrative Agent and the Administrative Co-Sustainability Structuring Agent may rely conclusively on any such certificate, without further inquiry). (eg) As soon as available and in any event within 120 days following the end of each calendar year (commencing with the calendar year ending December 31, 2021), a Pricing Certificate for the most recently-ended calendar year may be provided by DEI as set forth in this Section 1.7; provided, that, for any calendar year the Borrowers may elect not to deliver a Pricing Certificate, such election shall not constitute a Default or Event of Default (but such failure to so deliver a Pricing Certificate by the end of such 120-day period shall result in the Sustainability Margin Adjustment and Sustainability Fee Adjustment being applied as set forth in Section 1.7(c). (h) In the event Borrowers or any of their Subsidiaries acquire or divest a Regulatory Change business, facility or Subsidiary with Capacity in relation to any Key Performance Indicatorexcess of 100MW, the Company Renewable Energy Generation Capacity Percentage Target and the Lead Sustainability Structuring Agent Renewable Energy Generation Capacity Percentage Threshold shall negotiate be adjusted to account for such acquisition or divestiture such that the Renewable Energy Generation Capacity Percentage Target and the Renewable Energy Generation Capacity Percentage Threshold remain neutral to such acquisition or disposition in good faith, by no later than 60 days following a manner and methodology that are the effective date of such Regulatory Change any necessary amendment, modification or other supplement same as those used in determining the original Renewable Energy Generation Capacity Percentage Target and the Renewable Energy Generation Capacity Percentage Threshold. The Borrowers shall deliver to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as the Lenders a certificate that (i) calculates in reasonable detail such adjusted Renewable Energy Generation Capacity Percentage Target and Renewable Energy Generation Capacity Percentage Threshold and (ii) restates Exhibit 1.7-1 with such adjusted amounts, and, if Lenders constituting Required Lenders do have not object objected to such changes adjusted Renewable Energy Generation Capacity Percentage Target and Renewable Energy Generation Capacity Percentage Threshold within five 5 Business Days after receiving written notice of such proposed amendmentdelivery, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator then Exhibit 1.7-1 shall be deemed amended to be zero. In the case reflect such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator adjusted Renewable Energy Generation Capacity Percentage Target and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zeroRenewable Energy Generation Capacity Percentage Threshold.

Sustainability Adjustments. (a) Following the date on which the Borrower provides a Pricing Certificate in respect of any Reference Year, (i) Each the per annum rates set forth under the captions “Term Benchmark Spread” (including with respect to the Letter of Credit fees payable pursuant to Section 2.12(b)(i)) and “ABR Spread” in the definition of Applicable Rate shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Rate Adjustment as set forth in such Pricing Certificate, and (ii) the per annum rates set forth under the caption “Facility Fee Rate” in the definition of Applicable Rate shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Facility Fee Adjustment as set forth in such Pricing Certificate. For purposes of the foregoing, (A) the Sustainability Margin Rate Adjustment and the Sustainability Facility Fee Adjustment shall be effective on determined as of the fifth Business Day following receipt by the Administrative Agent of a Pricing Certificate delivered pursuant to Section 1.08(f) based upon the KPI Metrics set forth in such Pricing Certificate and the calculations of the Sustainability Rate Adjustment Date and the Sustainability Facility Fee Adjustment, therein (such day, the “Sustainability Pricing Adjustment Date”) and (iiB) each change in the Applicable Margin and the Facility Fee Rate resulting from a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment DateDate (or, in the case of non-delivery of a Pricing Certificate, the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 1.08(f)). (b) For the avoidance of doubt, the Sustainability only one Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar yearReference Year. It is further understood and agreed that the per annum rates set forth under the captions “Term Benchmark Spread” (including with respect to the Letter of Credit fees payable pursuant to Section 2.12(b)(i)) and “ABR Spread” in the definition of Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate will never be reduced or increased by more than [Redacted]0.040% and that the per annum rates set forth under the caption “Facility Fee Rate” in the definition of Applicable Rate will never be reduced or increased by more than 0.010%, in each case pursuant to the Sustainability Margin Rate Adjustment or and the Sustainability Facility Fee Adjustment, as applicablerespectively, during any calendar year (the “Maximum Adjustment”)Reference Year. For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment or any adjustment to the Facility Fee Rate due to a Sustainability Facility Fee Adjustment in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. Notwithstanding anything to the contrary in this Agreement, the Sustainability Rate Adjustment and the Sustainability Fee Adjustment shall be 0.000% at all times from and after June 30, 2027. (c) It is hereby understood and agreed that if no such Pricing Certificate is delivered by the Borrower with regard to a particular Reference Year within the period set forth in Section 1.08(f), the Sustainability Rate Adjustment will be positive 0.040% and the Sustainability Facility Fee Adjustment will be positive 0.010% commencing on the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 1.08(f) and continuing until the Borrower delivers Pricing Certificate to the Administrative Agent for the applicable Reference Year. (d) If (i)(A) the Company fails Borrower or any Lender becomes aware of any material inaccuracy in the Sustainability Rate Adjustment, the Sustainability Facility 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 10 Business Days after obtaining knowledge thereof, a written notice to provide the Lead Sustainability Structuring Administrative Agent describing such Pricing Certificate Inaccuracy in reasonable detail (which description shall be shared with each Lender and the Borrower), or (B) the Borrower and the Administrative Agent with shall mutually agree that there was a Pricing Certificate Inaccuracy at the time of delivery of a Pricing Certificate, and (ii) a proper calculation of the Sustainability Pricing Certificate Rate Adjustment, Sustainability Facility Fee Adjustment or one or more of the KPI Metrics would have resulted in an increase in the Applicable Rate for any calendar year within the timeframe indicated in Section 6.2period, the Applicable Margin Borrower shall be increased obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may be, promptly on demand by [Redacted] 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 non-U.S. Debtor Relief Laws), automatically and without further action by the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submittedAdministrative Agent, commencing on the Sustainability Adjustment Date and continuing until five any Lender or any L/C Issuer), but in any event within 10 Business Days following after the date on which the Company submits another Sustainability Borrower has received written notice of, or has agreed in writing that there was, a Pricing Certificate Inaccuracy, an amount equal to the excess of (1) the amount of interest and fees that should have been paid for such Key Performance Indicator period over (or if no 2) the amount of interest and fees actually paid for such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, that it period. (e) It is understood and agreed that any Pricing Certificate Inaccuracy shall not constitute a Default or Event of Default; provided, that, the Applicable Margin Borrower complies with the terms of the immediately preceding paragraph 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 a Borrower under the Bankruptcy Code (or any comparable event under non-U.S. Debtor Relief Laws), (a) any additional amounts required to be paid pursuant to the immediately preceding paragraph shall not be due and payable until the Facility Fee Rateearlier to occur of (i) a written demand is made for such payment by the Administrative Agent in accordance with such paragraph or (ii) 10 Business Days after the Borrower has received written notice of, as applicableor has agreed in writing that there was, will never a Pricing Certificate Inaccuracy (such date, the “Certificate Inaccuracy Payment Date”), (b) any nonpayment of such additional amounts prior to the Certificate Inaccuracy Payment Date shall not constitute a Default (whether retroactively or otherwise) and (c) none of such additional amounts shall be increased by more than deemed overdue prior to the Maximum AdjustmentCertificate Inaccuracy Payment Date or shall accrue interest at the Default Rate prior to the Certificate Inaccuracy Payment Date. (df) Each party hereto hereby agrees that neither the Administrative Sustainability Structuring Agent nor the Sustainability Structuring Agents Administrative Agent shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company Borrower of any Sustainability Applicable Rate Adjustment or Sustainability Facility Fee Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Administrative Agent and the Administrative Agent Lenders may rely conclusively on any such certificate, without further inquiry). (eg) In the As soon as available and in any event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 within 180 days following the effective date end of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval each fiscal year of the CompanyBorrower (commencing with the fiscal year ending December 31, 2021), the Lead Sustainability Structuring Agent and Borrower shall deliver to the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object the Lenders, in form and detail satisfactory to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Administrative Agent and the Administrative Agent do Required Lenders: a Pricing Certificate for the most recently-ended Reference Year; provided, that, for any Reference Year the Borrower may elect not agree to any deliver a Pricing Certificate, and such amendment, modification election shall not constitute a Default or supplement following Event of Default (but such failure to so deliver a Pricing Certificate by the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice end of such proposed agreement, the Sustainability Applicable Rate Adjustment 180-day period shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator result in the Sustainability Pricing Certificate, (ii) the Maximum Rate Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zerobeing applied as set forth in Section 1.08(c).

Sustainability Adjustments. (a) Effective as of the fifth Business Day following receipt by the Administrative Agent of a Sustainability Certificate delivered pursuant to Section 5.01(q) (such day, the “Sustainability Pricing Adjustment Date”) in respect of the most recently ended Reference Year, commencing with the Reference Year ending December 31, 2024, (i) Each of the then Applicable Margin shall be determined based upon the Sustainability Margin Rate Adjustment and the set forth in such Sustainability Facility Fee Adjustment shall be effective on the Sustainability Adjustment Date Certificate, and (ii) each change the unused commitment fees shall be determined based upon the Sustainability Commitment Fee Adjustment set forth in such Sustainability Certificate. Each respective adjustment to the Applicable Margin and the Facility Fee Rate resulting unused commitment fees shall apply from a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending end on the date immediately preceding the next such Sustainability Pricing Adjustment Date. (b) If the Borrower fails to deliver a Sustainability Certificate within the period set forth in Section 5.01(q) or any Sustainability Certificate shall be incomplete or otherwise fail to satisfy the requirements pertaining to a Sustainability Certificate (including failing to reflect the Sustainability Rate Adjustment, the Sustainability Commitment Fee Adjustment and calculations in reasonable detail of the KPI Metrics, in each case, for the applicable Reference Year), the Sustainability Rate Adjustment will be positive 0.05% and the Sustainability Commitment Fee Adjustment will be positive 0.01%, respectively, commencing on the fifth Business Day following the last day such Sustainability Certificate should have been delivered pursuant to the terms of Section 5.01(q) and shall continue until the fifth Business Day following receipt by the Administrative Agent of a complete and satisfactory Sustainability Certificate for such Reference Year. (c) For the avoidance of doubt, the only one Sustainability Pricing Certificate may be delivered only once (as to in any given Key Performance Indicator) in respect of any calendar yearReference Year. It is further understood and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate will never be reduced or increased by more than [Redacted], in each case pursuant to the Sustainability Margin Adjustment or the Sustainability Facility Fee Adjustment, as applicable, during any calendar year (the “Maximum Adjustment”). For the avoidance of doubt, any Any adjustment to the Applicable Margin due or the unused commitment fees by reference to a Sustainability Margin Adjustment or any adjustment to of the Facility Fee Rate due to a Sustainability Facility Fee Adjustment KPI Metrics in any calendar year Reference Year shall not be cumulative year-over-year. Each applicable adjustment year and shall only apply until the date on which following Sustainability Pricing Adjustment Date. The Applicable Margin will never be adjusted by more than negative 0.05% and the next unused commitment fees will never be adjusted by more than negative 0.01%, in each case below the levels assessed during the Reference Year ending December 31, 2024 during any Reference Year (provided that the total adjustment is due in respect of the Applicable Margin may be up to take place0.1% and in respect of the unused commitment fees may be up to 0.02% during any Reference Year, in each case to the extent such adjustment goes from negative to positive (or vice versa)) (the “Sustainability Adjustment”). (cd) If Notwithstanding anything to the Company fails contrary contained herein, (including any provision of Section 9.02 requiring the consent of “each Lender directly affected thereby” for reductions in interest rates) an amendment relating to provide (i) the Lead definition of any of LMI Jobs, LMI Loans, Worker Solutions Enrollment, respectively, (ii) this Section 2.18 or (iii) the Sustainability Table may be made with the consent of the Borrower, the Administrative Agent, the Sustainability Structuring Agent and the Required Lenders; provided, that, any amendment relating to the Applicable Margin pursuant to any Sustainability Rate Adjustment and the unused commitment fees pursuant to the Sustainability Commitment Fee Adjustment in excess of the Sustainability Adjustment shall require the consent of “each Lender directly affected thereby” in accordance with Section 9.02. (e) If (i)(A) the Administrative Agent with becomes aware of any material inaccuracy in the Sustainability Pricing Certificate Rate Adjustment, the Sustainability Commitment Fee Adjustment or one or more of the KPI Metrics for as reported in any calendar year within Sustainability Certificate (any such material inaccuracy, a “Sustainability Certificate Inaccuracy”) and the timeframe indicated Administrative Agent notifies the Borrower thereof, or (B) any Lender becomes aware of any Sustainability Certificate Inaccuracy and such Lender delivers a written notice to the Administrative Agent describing such Sustainability Certificate Inaccuracy in Section 6.2reasonable detail (which description shall be shared with the Borrower), or (C) the Borrower becomes aware of a Sustainability Certificate Inaccuracy and delivers notice thereof to the Administrative Agent, and (ii) a proper calculation of the Sustainability Rate Adjustment, the Sustainability Commitment Fee Adjustment or the KPI Metrics would have resulted in an increase in the Applicable Margin shall be increased by [Redacted] and or the Facility Fee Rate shall be increased by [Redacted] unused commitment fees for each any applicable Key Performance Indicator for which a KPI Metric has not been submittedperiod, (x) commencing on the fifth Business Day following delivery of a corrected Sustainability Adjustment Date and continuing until five Business Days following Certificate to the date on which the Company submits another Sustainability Pricing Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate is providedAdministrative Agent, for the subsequent calendar year); provided, that it is understood and agreed that the Applicable Margin and the Facility unused commitment fees shall be adjusted to reflect such corrected calculations of the Sustainability Rate Adjustment and the Sustainability Commitment Fee RateAdjustment and (y) the Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, as applicablethe case may be, will never 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 the Borrower under any Debtor Relief Laws, automatically and without further action by the Administrative Agent, any Lender), but in any event within ten (10) Business Days after such demand by the Administrative Agent (the “Certificate Inaccuracy Payment Date”), 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. Any Sustainability Certificate Inaccuracy shall not constitute a Default or Event of Default or otherwise result in the failure of any condition precedent to any advance; provided, that, the Borrower complies with the terms of this Section 2.18(e) with respect to such Sustainability Certificate Inaccuracy. Any nonpayment of such additional amounts prior to the Certificate Inaccuracy Payment Date shall not constitute a Default (whether retroactively or otherwise) and none of such additional amounts shall be increased by more than deemed overdue prior to the Maximum AdjustmentCertificate Inaccuracy Payment Date or shall accrue interest at the default rate pursuant to Section 2.10(c) prior to the Certificate Inaccuracy Payment Date. (df) Each party hereto hereby agrees that neither If any Sustainability Recalculation Event (as defined below) occurs and either (i) the Borrower provides the Administrative Agent nor with a written request to amend the Sustainability Structuring Agents shall have any responsibility for provisions hereof as a consequence thereof, or (or liability in respect ofii) reviewing, auditing or otherwise evaluating any calculation by the Company of any Sustainability Applicable Rate Adjustment Administrative Agent notifies the Borrower that the Required Lenders requests such an amendment (or any of the data or computations it being understood and agreed that are part of or related to any such calculationnotice may be given before or after such Sustainability Recalculation Event has occurred), then (A) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Borrower, the Administrative Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (e) In the event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faithfaith to amend the provisions hereof for the period from and after the occurrence of such Sustainability Recalculation Event, by no later and (B) the provisions of this Agreement in effect immediately prior to such Sustainability Recalculation Event shall apply for a period of not more than 60 30 days (unless such provisions have been amended in accordance herewith or such notice has been withdrawn). If, after 30 days following the effective date of any such Regulatory Change any necessary amendmentnotice, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the CompanyBorrower, the Lead Administrative Agent, the Sustainability Structuring Agent and the requisite Lenders under Section 9.02 has not been obtained, there will be no Sustainability Rate Adjustment and Sustainability Commitment Fee Adjustment until the parties agree upon any such adjustments in accordance with the terms hereof, and for the period thereafter, no party to this Agreement shall, without the prior written consent of the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendmentAgent, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to Borrower, make any such amendmentpublic or private representations, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent statements or otherwise of this Agreement and the Administrative Agentcredit facility evidenced herein as a sustainability-linked loan. For purposes of this paragraph, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the “Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, Recalculation Event” means (i) any acquisition, disposition, investment, merger or similar transaction or series of related transactions consummated by the Company will then cease Borrower and its Subsidiaries whereby, as a result of the consummation of such transaction or series of related transactions any of the Baseline of the KPI Metrics would reasonably be expected to refer be (as determined in good faith by the Borrower), or shall be, adjusted by 10% or more (on a consolidated basis) as compared to the applicable Key Performance Indicator KPI Metrics in effect immediately prior to the Sustainability Pricing Certificate, consummation of such transaction or (ii) any Change in Law applicable to any party hereto the Maximum Adjustment result of which shall be automatically updated (A) prohibit or modify any sustainability calculation hereunder or cause any other violation of any sustainability provision hereunder, or impose or modify any reporting obligation in respect thereof, (B) cause the Borrower to exclude fail to attain or maintain any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement KPI Metric or target or threshold with respect thereto or (C) prohibit or otherwise limit the Borrower’s ability to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to make or maintain the contrary herein and for all purposes Loans hereunder after applying the Bonus Sustainability Margin Adjustment shall be deemed to be zerosustainability provisions hereunder.

Sustainability Adjustments. (a) Following the date on which Borrower provides a Pricing Certificate in respect of the most recently ended Reference Year, the Applicable Rate shall be adjusted, as applicable, pursuant to the Sustainability Margin Adjustment as set forth in such Pricing Certificate. For purposes of the foregoing, (i) Each the Sustainability Margin Adjustment shall be determined as of the fifth Business Day following receipt by the Agent of a Pricing Certificate delivered pursuant to Section 1.06(f) based upon the Carbon Intensity and OSHA Incident Amount (Three-Year Average) for the applicable Reference Year set forth in such Pricing Certificate and the calculations of the Sustainability Margin Adjustment, therein (such day, the “Sustainability Pricing Adjustment and the Sustainability Facility Fee Adjustment shall be effective on the Sustainability Adjustment Date Date”) and (ii) each change in the Applicable Margin and the Facility Fee Rate resulting from a Sustainability Pricing Certificate (or the non-delivery or delivery of an incomplete Pricing Certificate) shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment DateDate (or, in the case of non-delivery of a Pricing Certificate, the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 1.06(f)). (b) For the avoidance of doubt, the Sustainability only one Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar yearReference Year. It is further understood and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] Rate (i) with respect to Eurodollar Rate Advances and the Facility Fee Base Rate Advances will never be reduced or increased by more than [Redacted]0.05% and (ii) with respect to the Commitment Fee will never be reduced or increased by more than 0.01%, in each case case, pursuant to the Sustainability Margin Adjustment or the Sustainability Facility Fee Adjustment, as applicable, during any calendar year (the “Maximum Adjustment”)year. For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment or any adjustment Rate by reference to the Facility Fee Rate due to a Sustainability Facility Fee Adjustment KPI Metric Targets in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (c) If It is hereby understood and agreed that if no such Pricing Certificate is delivered, or any Pricing Certificate shall be incomplete and fail to include the Company fails to provide Carbon Intensity or the Lead Sustainability Structuring Agent and OSHA Incident Amount (Three-Year Average) for the Administrative Agent with applicable Reference Year, within the period set forth in Section 1.06(f), the Sustainability Pricing Certificate or one or more of the KPI Metrics for any calendar year within the timeframe indicated in Section 6.2, Margin Adjustment will be made to the Applicable Margin shall be increased by [Redacted] and the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submitted, commencing on the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 1.06(f). (d) If (i)(A) the Borrower or any Lender becomes aware of any material inaccuracy in the Sustainability Adjustment Date and continuing until five Margin Adjustment, the Carbon Intensity or the OSHA Incident Amount (Three-Year Average) 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 following after obtaining knowledge thereof, a written notice to the date on which the Company submits another Sustainability Agent describing such Pricing Certificate Inaccuracy in reasonable detail (which description shall be shared with each Lender and the Borrower), or (B) the Borrower 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 Sustainability Margin Adjustment, the Carbon Intensity or the OSHA Incident Amount (Three-Year Average) would have resulted in no adjustment or an increase to the Applicable Rate for any period, the Borrower shall be obligated to pay to the Agent for the account of the applicable Lenders or the applicable Issuing Banks, as the case may be, promptly on demand by the Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under any Debtor Relief Laws, automatically and without further action by the Agent, any Lender or any Issuing Bank), but in any event within ten (10) Business Days after the Borrower has received written notice of, or has agreed in writing that there was, a Pricing Certificate Inaccuracy, an amount equal to the excess of (1) the amount of interest and fees that should have been paid for such Key Performance Indicator period over (or if no 2) the amount of interest and fees actually paid for such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, that it period. It is understood and agreed that any Pricing Certificate Inaccuracy shall not constitute a Default or Event of Default or otherwise result in the Applicable Margin failure of any condition precedent to any advance or the issuance of any Letter of Credit; provided, that, the Borrower complies with the terms of this Section 1.06(d) 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 the Borrower under the Bankruptcy Code (or any comparable event under non-U.S. Debtor Relief Laws), (a) any additional amounts required to be paid pursuant to the immediate preceding paragraph shall not be due and payable until a written demand is made for such payment by the Facility Fee RateAgent in accordance with such paragraph, as applicable, will never (b) any nonpayment of such additional amounts prior to or concurrently with such demand for payment by the Agent shall not constitute a Default (whether retroactively or otherwise) and (c) none of such additional amounts shall be increased by more than deemed overdue prior to such a demand or shall accrue interest at the Maximum Adjustmentdefault rate pursuant to Section 2.07(b) prior to such a demand. (de) Each party hereto hereby agrees that neither the Administrative Agent nor the any Co-Sustainability Structuring Agents Agent shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company Borrower of any Sustainability Applicable Rate Margin Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (ef) As soon as available and in any event within 120 days following the end of each calendar year (commencing with the calendar year ending December 31, 2021), the Borrower may deliver a Pricing Certificate to the Agent (and the Agent shall promptly provide a copy to each Lender) for the most recently-ended Reference Year; provided, that, for any Reference Year the Borrower may elect not to deliver a Pricing Certificate, and such election shall not constitute a Default or Event of Default (but such failure to so deliver a Pricing Certificate by the end of such 120-day period shall result in the Sustainability Margin Adjustment being applied as set forth in Section 1.06(c)). In the event of the Borrower’s fiscal year is changed to a Regulatory Change in relation to any Key Performance Indicatornon-calendar year fiscal year, the Company and Borrower will be permitted to adjust the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following the effective date timing of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval delivery of the Company, Pricing Certificate at its election in a manner intended to maintain consistency with the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zeroforegoing.

Sustainability Adjustments. (a) After the Amendment No. 1 Effective Date, the Borrowers’ Agent, in consultation with the Agent and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (in such capacity, the “Sustainability Coordinator”), shall be entitled to establish specified Key Performance Indicators (“KPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Company and its Subsidiaries. The Sustainability Coordinator, the Agent, the Required Lenders and the Borrowers may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Upon effectiveness of any such ESG Amendment, based on the Company’s and its Subsidiaries’ performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) to the Unused Line Fee and Applicable Margins will be made; provided that the amount of such adjustments shall not exceed (i) Each a 0.05% increase and/or a 0.05% decrease in the Applicable Margins, in each case, determined based upon the applicable rating on the effective date of the ESG Amendment or (ii) a 0.01% increase and/or a 0.01% decrease in the per annum rate of the Unused Line Fee. The pricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the measurement of the KPI’s in a manner that is aligned with the Sustainability Margin Adjustment Linked Loan Principles (as published in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) and is to be agreed between the Borrowers’ Agent and the Sustainability Facility Coordinator (each acting reasonably). Following the effectiveness of the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of allowing for the reduction of the Unused Line Fee Adjustment or Applicable Margins to a level not otherwise permitted by this paragraph shall be effective on subject only to the consent of the Required Lenders. The Sustainability Adjustment Date Coordinator will (i) assist the Borrowers’ Agent in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) each change assist the Borrowers’ Agent in the Applicable Margin and the Facility Fee Rate resulting from a Sustainability Pricing Certificate shall preparing informational materials focused on ESG to be effective during the period commencing on and including the applicable Sustainability Adjustment Date and ending on the date immediately preceding the next such Sustainability Adjustment Date. (b) For the avoidance of doubt, the Sustainability Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) used in respect of any calendar year. It is further understood and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate will never be reduced or increased by more than [Redacted], in each case pursuant to the Sustainability Margin Adjustment or the Sustainability Facility Fee Adjustment, as applicable, during any calendar year (the “Maximum Adjustment”). For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment or any adjustment to the Facility Fee Rate due to a Sustainability Facility Fee Adjustment in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (c) If the Company fails to provide the Lead Sustainability Structuring Agent and the Administrative Agent connection with the Sustainability Pricing Certificate or one or more of the KPI Metrics for any calendar year within the timeframe indicated in Section 6.2, the Applicable Margin shall be increased by [Redacted] and the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submitted, commencing on the Sustainability Adjustment Date and continuing until five Business Days following the date on which the Company submits another Sustainability Pricing Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, that it is understood and agreed that the Applicable Margin and the Facility Fee Rate, as applicable, will never be increased by more than the Maximum AdjustmentESG Amendment. (d) Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability Structuring Agents shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company of any Sustainability Applicable Rate Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (e) In the event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following the effective date of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zero.

Sustainability Adjustments. (a) (i) Each of the Sustainability Margin Adjustment and the Sustainability Facility Fee Adjustment shall be effective on the Sustainability Adjustment Date and (ii) each change in the Applicable Margin and the Facility Fee Rate resulting from a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Adjustment Date and ending on the date immediately preceding the next such Sustainability Adjustment Date. (b) For the avoidance of doubt, the only one Sustainability Pricing Certificate Grid Notice may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar fiscal year. It is further understood , and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate will never be reduced or increased by more than [Redacted], in each case pursuant to the Sustainability Margin Adjustment or the Sustainability Facility Fee Adjustment, as applicable, during any calendar year (the “Maximum Adjustment”). For the avoidance of doubt, any adjustment to the Applicable Margin due to a Rate by reason of meeting one or several Sustainability Margin Adjustment or any adjustment to the Facility Fee Rate due to a Sustainability Facility Fee Adjustment Metrics in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (cb) If (i)(A) any Lender becomes aware of any material inaccuracy in the Company fails Sustainability Grid Metrics as reported in a Sustainability Grid Notice (any such material inaccuracy, a “Sustainability Grid Inaccuracy”) and such Lender delivers, not later than 10 Business Days after obtaining knowledge thereof, a written notice to provide the Lead Administrative Agent describing such Sustainability Structuring Agent Grid Inaccuracy in reasonable detail (which description shall be shared with each Lender and the Borrower), or (B) the Borrower becomes aware of a Sustainability Grid Inaccuracy and the Borrower and the Administrative Agent with shall mutually agree that there was a Sustainability Grid Inaccuracy at the time of delivery of a Sustainability Grid Notice, and (ii) a proper calculation of the Sustainability Pricing Certificate or one or more Metrics would have resulted in a higher Applicable Rate for any period, the Borrower shall be obligated to pay to the Administrative Agent for the account of the KPI Metrics applicable Lenders 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 calendar year Borrower under the Bankruptcy Code (or any comparable Bankruptcy Event under non-U.S. laws), automatically and without further action by the Administrative Agent or any Lender), but in any event within the timeframe indicated in Section 6.2, the Applicable Margin shall be increased by [Redacted] and the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submitted, commencing on the Sustainability Adjustment Date and continuing until five 10 Business Days following after the date on which Borrower has received written notice of (in the Company submits another case of clause (b)(i)(A) above), or has agreed in writing that there was (in the case of clause (b)(i)(B) above), a Sustainability Pricing Certificate Grid Inaccuracy, an amount equal to the excess of (1) the amount of interest and fees that should have been paid for such Key Performance Indicator period over (or if no 2) the amount of interest and fees actually paid for such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, that it period. It is understood and agreed that any Sustainability Grid Inaccuracy shall not constitute a Default or Event of Default; provided, that, the Applicable Margin Borrower complies with the terms of this Section 2.23 and Section 5.02(f) with respect to such Sustainability Grid Inaccuracy. Notwithstanding anything to the Facility Fee Ratecontrary herein, as applicableunless such amounts shall be due upon the occurrence of an actual or deemed entry of an order for relief with respect to a Borrower under the Bankruptcy Code (or any comparable Bankruptcy Event under non-U.S. laws), will never (a) any additional amounts required to be increased paid pursuant to the immediately preceding paragraph shall not be due and payable until the earlier to occur of (i) written demand for such payment by more than the Maximum AdjustmentAdministrative Agent in accordance with such paragraph or (ii) 10 Business Days after the Borrower has received written notice of (in the case of clause (b)(i)(A) above), or has agreed in writing that there was (in the case of clause (d)(i)(B) above), a Sustainability Grid Inaccuracy (such date, the “Sustainability Grid Inaccuracy Payment Date”), (b) any nonpayment of such additional amounts prior to the Sustainability Grid Inaccuracy Payment Date shall not constitute a Default (whether retroactively or otherwise) and (c) none of such additional amounts shall be deemed overdue prior to the Sustainability Grid Inaccuracy Payment Date or shall accrue interest at the rate set forth in Section 2.13(d) prior to the Sustainability Grid Inaccuracy Payment Date. (dc) Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability Structuring Agents shall not have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company Borrower of any Sustainability Applicable Rate Adjustment Metric (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate Grid Notice (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (ed) In the As soon as available and in any event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 within 180 days following the effective date end of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval each fiscal year of the CompanyBorrower (commencing with the fiscal year ending December 31, 2021), the Lead Sustainability Structuring Agent and Borrower shall deliver to the Administrative Agent and will take effect the Lenders a Sustainability Grid Notice for the most recently ended fiscal year; provided, that, for any fiscal year the Borrower may elect not to deliver a Sustainability Grid Notice, and such election shall not constitute a Default or Event of Default (but such failure to so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice deliver a Sustainability Grid Notice by the end of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 180-day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment period shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything result in no adjustment to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zeroRate.

Sustainability Adjustments. (a) Following the date on which Borrower provides a Pricing Certificate in respect of the most recently ended Reference Year, the Applicable Rate shall be adjusted, as applicable, pursuant to the Sustainability Margin Adjustment as set forth in such Pricing Certificate. For purposes of the foregoing, (i) Each the Sustainability Margin Adjustment shall be determined as of the fifth Business Day following receipt by the Agent of a Pricing Certificate delivered pursuant to Section 1.06(f) based upon the Carbon Intensity and OSHA Incident Amount (Three-Year Average) for the applicable Reference Year set forth in such Pricing Certificate and the calculations of the Sustainability Margin Adjustment, therein (such day, the “Sustainability Pricing Adjustment and the Sustainability Facility Fee Adjustment shall be effective on the Sustainability Adjustment Date Date”) and (ii) each change in the Applicable Margin and the Facility Fee Rate resulting from a Sustainability Pricing Certificate (or the non-delivery or delivery of an incomplete Pricing Certificate) shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment DateDate (or, in the case of non-delivery of a Pricing Certificate, the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 1.06(f)). (b) For the avoidance of doubt, the Sustainability only one Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar yearReference Year. It is further understood and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] Rate (i) with respect to SOFR Advances and the Facility Fee Base Rate Advances will never be reduced or increased by more than [Redacted]0.05% and (ii) with respect to the Commitment Fee will never be reduced or increased by more than 0.01%, in each case case, pursuant to the Sustainability Margin Adjustment or the Sustainability Facility Fee Adjustment, as applicable, during any calendar year (the “Maximum Adjustment”)year. For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment or any adjustment Rate by reference to the Facility Fee Rate due to a Sustainability Facility Fee Adjustment KPI Metric Targets in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (c) If It is hereby understood and agreed that if no such Pricing Certificate is delivered, or any Pricing Certificate shall be incomplete and fail to include the Company fails to provide Carbon Intensity or the Lead Sustainability Structuring Agent and OSHA Incident Amount (Three-Year Average) for the Administrative Agent with applicable Reference Year, within the period set forth in Section 1.06(f), the Sustainability Pricing Certificate or one or more of the KPI Metrics for any calendar year within the timeframe indicated in Section 6.2, Margin Adjustment will be made to the Applicable Margin shall be increased by [Redacted] and the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submitted, commencing on the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 1.06(f). (d) If (i)(A) the Borrower or any Lender becomes aware of any material inaccuracy in the Sustainability Adjustment Date Margin Adjustment, the Carbon Intensity or the OSHA Incident Amount (Three-Year Average) as reported in a Pricing Certificate (any such material inaccuracy, a “Pricing Certificate Inaccuracy”) and, in the case of any Lender, such Lender delivers a written notice to the Agent describing such Pricing Certificate Inaccuracy in reasonable detail (which description shall be shared with each Lender and continuing until five the Borrower), or (B) the Borrower 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 Sustainability Margin Adjustment, the Carbon Intensity or the OSHA Incident Amount (Three-Year Average) would have resulted in no adjustment or an increase to the Applicable Rate for any period, the Borrower shall be obligated to pay to the Agent for the account of the applicable Lenders or the applicable Issuing Banks, as the case may be, promptly on demand by the Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under any Debtor Relief Laws, automatically and without further action by the Agent, any Lender or any Issuing Bank), but in any event within ten (10) Business Days following after the date on which the Company submits another Sustainability Borrower has received written notice of, or has agreed in writing that there was, a Pricing Certificate Inaccuracy, an amount equal to the excess of (1) the amount of interest and fees that should have been paid for such Key Performance Indicator period over (or if no 2) the amount of interest and fees actually paid for such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, that it period. It is understood and agreed that any Pricing Certificate Inaccuracy shall not constitute a Default or Event of Default or otherwise result in the Applicable Margin failure of any condition precedent to any advance or the issuance of any Letter of Credit; provided, that, the Borrower complies with the terms of this Section 1.06(d) 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 the Borrower under the Bankruptcy Code (or any comparable event under non-U.S. Debtor Relief Laws), (a) any additional amounts required to be paid pursuant to the immediate preceding paragraph shall not be due and payable until a written demand is made for such payment by the Facility Fee RateAgent in accordance with such paragraph, as applicable, will never (b) any nonpayment of such additional amounts prior to or concurrently with such demand for payment by the Agent shall not constitute a Default (whether retroactively or otherwise) and (c) none of such additional amounts shall be increased by more than deemed overdue prior to such a demand or shall accrue interest at the Maximum Adjustmentdefault rate pursuant to Section 2.07(b) prior to such a demand. (de) Each party hereto hereby agrees that neither the Administrative Agent nor the any Co-Sustainability Structuring Agents Agent shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company Borrower of any Sustainability Applicable Rate Margin Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (ef) As soon as available and in any event within 120 days following the end of each calendar year (commencing with the calendar year ending December 31, 2023), the Borrower may deliver a Pricing Certificate to the Agent (and the Agent shall promptly provide a copy to each Lender) for the most recently-ended Reference Year; provided, that, for any Reference Year the Borrower may elect not to deliver a Pricing Certificate, and such election shall not constitute a Default or Event of Default (but such failure to so deliver a Pricing Certificate by the end of such 120-day period shall result in the Sustainability Margin Adjustment being applied as set forth in Section 1.06(c)). In the event of the Borrower’s fiscal year is changed to a Regulatory Change in relation to any Key Performance Indicatornon-calendar year fiscal year, the Company and Borrower will be permitted to adjust the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following the effective date timing of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval delivery of the Company, Pricing Certificate at its election in a manner intended to maintain consistency with the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zeroforegoing.

Sustainability Adjustments. (a) (iA) Each of the Sustainability Margin Adjustment and the Sustainability Facility Commitment Fee Adjustment shall be effective on the Sustainability Adjustment Date and (iiB) each change in the Applicable Margin and the Facility Commitment Fee Rate Percentage resulting from a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Adjustment Date and ending on the date immediately preceding the next such Sustainability Adjustment Date. (b) For the avoidance of doubt, the Sustainability Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar year. It is further understood and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] 5.00 basis points and the Facility Commitment Fee Rate Percentage will never be reduced or increased by more than [Redacted]1.00 basis points, in each case pursuant to the Sustainability Margin Adjustment or the Sustainability Facility Commitment Fee Adjustment, as applicable, during any calendar year (the “Maximum Adjustment”). For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment or any adjustment to the Facility Commitment Fee Rate Percentage due to a Sustainability Facility Commitment Fee Adjustment in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (c) If the Company Borrower fails to provide the Lead Sustainability Structuring Agent and the Administrative Agent with the Sustainability Pricing Certificate or one or more of the KPI Metrics for any calendar year within the timeframe indicated in Section 6.25.2(d), the Applicable Margin shall be increased by [Redacted] 1.67 basis points and the Facility Commitment Fee Rate Percentage shall be increased by [Redacted] 0.34 basis points for each applicable Key Performance Indicator for which a KPI Metric has not been submitted, commencing on the day by which such Sustainability Adjustment Date Pricing Certificate was required to have been delivered pursuant to the terms of Section 5.2(d) and continuing until five Business Days following the date on which the Company Borrower submits another Sustainability Pricing Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, provided that it is understood and agreed that the Applicable Margin and the Facility Commitment Fee RatePercentage, as applicable, will never be increased by more than the Maximum Adjustment. (d) If (i)(A) the Borrower or any Lender becomes aware of any material inaccuracy in any Sustainability Applicable Rate Adjustment or any KPI Metric calculation as reported in a Sustainability Pricing Certificate (any such material inaccuracy, a “Sustainability Pricing Certificate Inaccuracy”) and, in the case of any Lender, such Lender delivers, not later than 10 Business Days after obtaining knowledge thereof, a written notice to the Administrative Agent and the Sustainability Structuring Agent describing such Sustainability Pricing Certificate Inaccuracy in reasonable detail (which description shall be promptly shared with each Lender and the Borrower), or (B) the Borrower and the Lenders agree that there was a Sustainability Pricing Certificate Inaccuracy at the time of delivery of a Sustainability Pricing Certificate, and (ii) a proper calculation of the Sustainability Applicable Rate Adjustments or the KPI Metrics would have resulted in an increase in the Applicable Margin and/or Commitment Fee Percentage for any applicable period, the Borrower shall pay to the Administrative Agent for the account of the Lenders promptly following written demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code, automatically and without further action by the Administrative Agent, any Lender), but in any event within 10 Business Days after the Borrower has received written notice in reasonable detail of, or has agreed in writing that there was, a Sustainability Pricing Certificate Inaccuracy, an amount equal to the excess of (1) the amount of interest or fee that should have been paid for such period over (2) the amount of interest or fee actually paid for such period. If the Borrower becomes aware of any Sustainability Pricing Certificate Inaccuracy and, in connection therewith, if a proper calculation of the Sustainability Applicable Rate Adjustment or the KPI Metrics would have resulted in a decrease in the Applicable Margin or Commitment Fee Percentage for any period, then, upon receipt by the Administrative Agent of notice from the Borrower of such Sustainability Pricing Certificate Inaccuracy (which notice shall include corrections to the calculations of the Sustainability Applicable Rate Adjustment or the KPI Metrics, as applicable and be certified to by a Responsible Officer of the Borrower), commencing on the Business Day following receipt by the Administrative Agent of such notice, the Applicable Margin or the Commitment Fee Percentage, as applicable, shall be adjusted to reflect the corrected calculations of the Sustainability Applicable Rate Adjustment or the KPI Metrics, as applicable. It is understood and agreed that any Sustainability Pricing Certificate Inaccuracy with respect to any applicable period shall not constitute a Default or Event of Default unless the Borrower fails to make a payment required by the foregoing terms of this Section 2.25(d) with respect to such Sustainability Pricing Certificate Inaccuracy following demand for payment by the Administrative Agent made in accordance with the foregoing terms of this Section 2.25(d). 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 the Borrower under the Bankruptcy Code, (a) any additional amounts required to be paid pursuant the immediately 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) 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. (e) Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability Structuring Agents Agent shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company Borrower of any Sustainability Applicable Rate Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in the Initial KPI Metrics Report, any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (ef) In the event of a Regulatory Change in relation to any Key Performance Indicator, the Company Borrower and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following the effective date of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 1.3 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds). Such amendment, modification or other supplement, shall require be consented to by the consent and approval of the CompanyAdministrative Agent, the Lead Sustainability Structuring Agent and the Administrative Agent Borrower and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent Borrower and the Administrative Structuring Sustainability Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the CompanySustainability Structuring Agent, the Lead Sustainability Structuring Agent Borrower and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company Borrower will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zero.

Sustainability Adjustments. (a) Following the date on which the Company provides a Pricing Certificate in respect of its then most recently ended Annual Period, (i) Each the Applicable Rate for purposes of calculating interest on the Loans and the Letter of Credit Fee shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Margin Adjustment as set forth in such Pricing Certificate and (ii) the Applicable Rate for the Facility Fee shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Fee Adjustment as set forth in such Pricing Certificate. For purposes of the foregoing, (A) each of the Sustainability Margin Adjustment and the Sustainability Facility Fee Adjustment shall be effective on determined as of the 5th Business Day following receipt by the Administrative Agent of a Pricing Certificate delivered pursuant to Section 6.01(c) based upon the KPI Metrics set forth in such Pricing Certificate and the calculations of the Sustainability Margin Adjustment Date and the Sustainability Fee Adjustment calculations, as applicable, therein (such Business Day, the “Sustainability Pricing Adjustment Date”) and (iiB) each change in the Applicable Margin and the Facility Fee Rate resulting from a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next Sustainability Pricing Adjustment Date (or, in the case of non-delivery of a Pricing Certificate, the last day such Sustainability Adjustment DatePricing Certificate could have been delivered pursuant to Section 6.01(c)). (b) For the avoidance of doubt, the Sustainability only one Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar year. It is further understood Annual Period, and agreed that the Applicable Margin Rate for the Loans and the Letter of Credit Fee will never not be reduced or increased pursuant to this Section 2.19 by more than [Redacted] or increased by more than [Redacted] 4.5 basis points (such limit, the “Maximum Margin Adjustment”), and the Applicable Rate for the Facility Fee Rate will never be reduced or increased by more than [Redacted]0.5 basis points, in each case pursuant to the Sustainability Margin Adjustment or the Sustainability Facility Fee Adjustment, as applicable, during in respect of any calendar year Annual Period (such limit, the “Maximum Facility Fee Adjustment”). For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment or any adjustment to Rate for the Loans and the Letter of Credit Fee, and/or the Applicable Rate for the Facility Fee Rate due to a Sustainability Facility Fee Adjustment by reason of meeting one or several KPI Metrics in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (c) If no such Pricing Certificate is delivered by the Company fails to provide within the Lead period set forth in Section 6.01(c), the Sustainability Structuring Agent Margin Adjustment will be positive 4.5 basis points and the Administrative Agent with the Sustainability Pricing Certificate or one or more of the KPI Metrics for any calendar year within the timeframe indicated in Section 6.2, the Applicable Margin shall Fee Adjustment will be increased by [Redacted] and the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submitted, positive 0.5 basis points commencing on the Sustainability Adjustment Date last day such Pricing Certificate could have been delivered pursuant to the terms of Section 6.01(c) and continuing until five Business Days following the date on which the Company submits another Sustainability delivers a Pricing Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate is provided, for to the subsequent calendar year); provided, that it is understood and agreed that the Applicable Margin and the Facility Fee Rate, as applicable, will never be increased by more than the Maximum AdjustmentAdministrative Agent. (d) Each party hereto hereby agrees that neither If (i)(A) any of the Company or any Lender becomes aware of any material inaccuracy in the Sustainability Margin Adjustment, the Sustainability Fee Adjustment or the KPI Metrics as reported on the applicable Pricing Certificate (a “Pricing Certificate Inaccuracy”) and, not later than 10 Business Days after obtaining knowledge thereof delivers a written notice to the Administrative Agent nor describing such Pricing Certificate Inaccuracy in reasonable detail (who shall furnish a copy to each of the Lenders and the Company) or (B) the Company and the Required Lenders agree that there was a Pricing Certificate Inaccuracy at the time of delivery of the relevant Pricing Certificate and (ii) a proper calculation of the Sustainability Structuring Agents Margin Adjustment, the Sustainability Fee Adjustment or the KPI Metrics would have resulted in an increase in the Applicable Rate for the Loans and the Letter of Credit Fee, and the Applicable Rate for the Facility Fee for such period, then the Company shall be obligated to pay to the Administrative Agent for the account of the Lenders, 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 the Company under any Debtor Relief Law, automatically and without further action by the Administrative Agent or any Lender), but in no event more than 10 Business Days after the Company has received written notice of, or has agreed in writing that there was, a Pricing Certificate Inaccuracy, an amount equal to: the excess of (x) the amount of interest and fees that would have been payable for such period at the rate giving effect to the proper Sustainability Fee Adjustment or Sustainability Margin Adjustment, as applicable over (y) the amount of interest and fees actually paid for such period (the “True-Up Amount”). If the Company becomes aware of any Pricing Certificate Inaccuracy and, in connection therewith, if a proper calculation of the Sustainability Margin Adjustment, the Sustainability Fee Adjustment or the KPI Metrics would have resulted in a decrease in the Applicable Rate for the Loans and the Letter of Credit Fee, and the Applicable Rate for the Facility Fee for such period, then, upon receipt by the Administrative Agent of notice from the Company of such Pricing Certificate Inaccuracy (which notice shall include corrections to the calculations of the Sustainability Rate Adjustment, the Sustainability Fee Adjustment or the KPI Metrics, as applicable), commencing on the Business Day following receipt by the Administrative Agent of such notice, the Applicable Rate for the Loans and the Letter of Credit Fee, and the Applicable Rate for purpose of calculating interest on the Facility Fee shall be adjusted to reflect the corrected calculations of the Sustainability Rate Adjustment, the Sustainability Fee Adjustment or the KPI Metrics, as applicable. (e) Notwithstanding anything herein to the contrary, no Pricing Certificate Inaccuracy shall constitute a Default or Event of Default under this Agreement, so long as the Company complies with the terms of this Section 2.19 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 the Company under any Debtor Relief Law, (i) any additional amounts required to be paid pursuant to clause (d) above shall not be due and payable until a written demand is made for such payment by the Administrative Agent in accordance with clause (d) above, (ii) any nonpayment of such additional amounts prior to such demand for payment by Administrative Agent shall not constitute a Default (whether retroactively or otherwise), and (iii) 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. In the event the Company fails to comply with the terms of this Section 2.19, the Lenders’ sole recourse with respect to such non-compliance shall be limited to the True-Up Amount. (f) The Administrative Agent shall not have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company of any Sustainability Applicable Rate Fee Adjustment or any Sustainability Margin Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (e) In the event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following the effective date of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zero.

Sustainability Adjustments. (a) Following the delivery of a Pricing Certificate in respect of the most recently ended calendar year, (i) Each the Applicable Margin shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Applicable KPI Margin Adjustment as set forth in such Pricing Certificate in the manner and at the times described in this Pricing Schedule, and (ii) the Commitment Fee Rate shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Applicable KPI Fee Adjustment as set forth in such Pricing Certificate in the manner and at the times described in this this Pricing Schedule. For purposes of the Sustainability foregoing, (A) each of the Applicable KPI Margin Adjustment and the Sustainability Facility Applicable KPI Fee Adjustment shall be effective on as of the fifth Business Day following receipt by the Administrative Agent of a Pricing Certificate delivered pursuant to Section 5.01(i)(viii) based upon the KPI Metrics set forth in such Pricing Certificate and the calculations of the Applicable KPI Margin Adjustment and the Applicable KPI Fee Adjustment calculations, as applicable, therein (such day, the “Sustainability Pricing Adjustment Date Date”) and (iiB) each change in the Applicable Margin and the Facility Commitment Fee Rate resulting from a Sustainability Pricing Certificate and the Applicable KPI Margin Adjustment and the Applicable KPI Fee Adjustment related thereto shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment DateDate (or, in the case of non-delivery of a Pricing Certificate for the immediately following period, the last day such Pricing Certificate for such following period could have been delivered pursuant to the terms of Section 5.01(i)(viii)). (b) For the avoidance of doubt, the Sustainability only one Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar year. It is further understood and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] 5.0 basis points and the Facility Commitment Fee Rate will never be reduced or increased by more than [Redacted]1.0 basis points, in each case pursuant to the Sustainability Applicable KPI Margin Adjustment or the Sustainability Facility Applicable KPI Fee Adjustment, as applicable, during any calendar year (the “Maximum Adjustment”)year. For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment or any adjustment to the Facility Commitment Fee Rate due to a Sustainability Facility Fee Adjustment by reason of application of one or several KPI Metrics in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which earlier of (i) June 30 of the next adjustment is due to take placecalendar year and (ii) the next Sustainability Pricing Adjustment Date. (c) If the Company fails to provide the Lead Sustainability Structuring Agent and the Administrative Agent with the Sustainability Pricing Certificate or one or more of the KPI Metrics for any calendar year within the timeframe indicated in Section 6.2, the Applicable Margin shall be increased by [Redacted] and the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submitted, commencing on the Sustainability Adjustment Date and continuing until five Business Days following the date on which the Company submits another Sustainability Pricing Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate It is provided, for the subsequent calendar year); provided, that it is hereby understood and agreed that if no Pricing Certificate has been delivered by the Borrower and/or the Annual KPI Report has not been published by June 30 of any calendar year, the Applicable KPI Margin Adjustment will be positive 5.0 basis points and the Facility Applicable KPI Fee Rate, as applicable, Adjustment will never be increased by more than the Maximum Adjustment. (d) Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability Structuring Agents shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company of any Sustainability Applicable Rate Adjustment (or any of the data or computations that are part of or related to any positive 1.0 basis points commencing on such calculation) set forth in any KPI Metrics Report or any Sustainability June 30 and continuing until a Pricing Certificate (is delivered and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry)Annual KPI Report is published. (e) In the event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following the effective date of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zero.

Sustainability Adjustments. (a) Following the date on which the Parent provides a Pricing Certificate in respect of the most recently ended fiscal year (commencing with the fiscal year ending December 31, 2023), (i) Each the Applicable Interest Rate Percentage shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Rate Adjustment as set forth in such Pricing Certificate in the manner and at the times described in this Section 2.21 (but in no event shall any adjustment result in the Applicable Interest Rate Percentage being less than 0.00%) and (ii) the Applicable Commitment Fee Percentage shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Fee Adjustment as set forth in such Pricing Certificate in the manner and at the times described in this Section 2.21 (but in no event shall any adjustment result in the Applicable Commitment Fee Percentage being less than 0.00%). For purposes of the foregoing, (A) each of the Sustainability Margin Rate Adjustment and the Sustainability Facility Fee Adjustment shall be effective on as of the fifth (5th) Business Day following receipt by the Administrative Agent of a Pricing Certificate delivered pursuant to Section 2.21(i) based upon the KPI Metrics set forth in such Pricing Certificate and the calculations of the Sustainability Rate Adjustment Date and the Sustainability Fee Adjustment, as applicable, therein (such day, the “Sustainability Pricing Adjustment Date”), and (iiB) each change in the Applicable Margin Interest Rate Percentage and the Facility Applicable Commitment Fee Rate Percentage resulting from a Pricing Certificate, and the Sustainability Pricing Certificate Rate Adjustment and the Sustainability Fee Adjustment related thereto, shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment Date (or, in the case of non-delivery of a Pricing Certificate for the immediately following period, the last day such Pricing Certificate for such following period could have been delivered pursuant to the terms of Section 2.21(i)) (any such period, an “Applicable Sustainability Pricing Adjustment Period”). Notwithstanding the foregoing, to the extent an External Impacting Event occurs after the First Amendment Effective Date, there shall be no subsequent adjustment to the Applicable Interest Rate Percentage or the Applicable Commitment Fee Percentage resulting from the Resource Solutions Amount KPI Metric until the Resource Solutions Amount, Resource Solutions Threshold, Resource Solutions Target and/or the Sustainability Table with respect to the Resource Solutions Amount (or relevant provisions with respect thereto) then in effect are adjusted in accordance with Section 2.21(g) or (j) below. (b) For the avoidance of doubt, the Sustainability only one Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar yearfiscal year of the Parent. It is further understood and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate will never be reduced or increased by more than [Redacted]that, in each case unless otherwise agreed pursuant to the Section 2.21(g) or (j) below, any Sustainability Margin Rate Adjustment or the Sustainability Facility Fee Adjustment, as applicable, during Adjustment made for any calendar year (the “Maximum Adjustment”). For the avoidance of doubt, Applicable Sustainability Pricing Adjustment Period shall only be applicable for such Applicable Sustainability Pricing Adjustment Period and any adjustment increases or reductions to the Applicable Margin due Interest Rate Percentage and Applicable Commitment Fee Percentage, respectively, with respect to a Sustainability Margin Adjustment one or any adjustment to the Facility Fee Rate due to a Sustainability Facility Fee Adjustment more KPI Metrics in any calendar fiscal year shall not be cumulative year-over-year. Each applicable adjustment Sustainability Rate Adjustment or Sustainability Fee Adjustment shall only apply until the date on which the next adjustment is due to take placeconclusion of such Applicable Sustainability Pricing Adjustment Period. (c) It is hereby understood and agreed that if no Pricing Certificate is delivered by the Parent within the period set forth in Section 2.21(i), the Sustainability Rate Adjustment will be positive 0.040% and the Sustainability Fee Adjustment will be positive 0.010% (such positive rates, collectively, the “Sustainability Threshold Adjustment”) commencing on the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 2.21(i) and continuing until the Parent delivers a Pricing Certificate to the Administrative Agent. (d) If (i)(A) the Company fails Parent or any Lender becomes aware of any material inaccuracy in the Sustainability Rate Adjustment, the Sustainability 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 provide the Lead Sustainability Structuring Agent and the Administrative Agent describing such Pricing Certificate Inaccuracy in reasonable detail (which description shall be shared with each other Lender and the Parent), or (B) the Parent and the Required 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 Sustainability Pricing Certificate Rate Adjustment, the Sustainability Fee Adjustment or one or more of the KPI Metrics would have resulted in an increase in the Applicable Interest Rate Percentage and the Applicable Commitment Fee Percentage for any calendar year within the timeframe indicated in Section 6.2period, the Applicable Margin Borrowers shall be increased obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by [Redacted] 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 of the United States, automatically and without further action by the Administrative Agent or any Lender), but in any event within ten (10) Business Days after the Parent has received written demand from the Administrative Agent, or within ten (10) Business Days after the Parent has agreed in writing that there was, a Pricing Certificate Inaccuracy, 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. If the Parent becomes aware of any Pricing Certificate Inaccuracy and, in connection therewith, if a proper calculation of the Sustainability Rate Adjustment, the Sustainability Fee Adjustment or the KPI Metrics would have resulted in a decrease in the Applicable Interest Rate Percentage and the Facility Applicable Commitment Fee Percentage for any period, then, upon receipt by the Administrative Agent of notice from the Parent of such Pricing Certificate Inaccuracy (which notice shall include corrections to the calculations of the Sustainability Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a Adjustment, the Sustainability Fee Adjustment, or the KPI Metric has not been submittedMetrics, as applicable), commencing on the fifth (5th) Business Day following receipt by the Administrative Agent of such notice, the Applicable Interest Rate Percentage and the Applicable Commitment Fee Percentage shall be adjusted to reflect the corrected calculations of the Sustainability Rate Adjustment, the Sustainability Fee Adjustment Date and continuing until five Business Days following or the date on which KPI Metrics, as applicable. Notwithstanding the Company submits another Sustainability foregoing or anything to the contrary herein, any information in a Pricing Certificate for such Key Performance Indicator shall be deemed not to be materially inaccurate (or if and no such Sustainability Pricing Certificate is providedInaccuracy shall be deemed to have occurred in respect thereof), for and any calculation of the subsequent calendar yearSustainability Rate Adjustment, the Sustainability Fee Adjustment or the KPI Metrics shall be deemed proper, and in each case shall not implicate this Section 2.21(d); provided, that it if such information or calculation was made by the Parent in good faith based on information reasonably available to the Parent at the time such calculation was made. (e) It is understood and agreed that any Pricing Certificate Inaccuracy (and any consequences thereof) shall not constitute a Default or Event of Default so long as the Applicable Margin Parent complies with the terms of Section 2.21(d) and this Section 2.21(e) with respect to such Pricing Certificate Inaccuracy. Notwithstanding anything to the Facility Fee Ratecontrary herein, as applicableunless such amounts shall be due upon the occurrence of an actual or deemed entry of an order for relief with respect to a Borrower under the Bankruptcy Code of the United States, will never (i) any additional amounts required to be increased paid pursuant to the immediately preceding subsection (d) shall not be due and payable until the date that is ten (10) Business Days after a written demand is made for such payment by more than the Maximum AdjustmentAdministrative Agent in accordance with such subsection (d), (ii) any nonpayment of such additional amounts prior to or upon the date that is ten (10) Business Days after such written demand for payment by the Administrative Agent shall not constitute a Default (whether retroactively or otherwise) and (iii) none of such additional amounts shall be deemed overdue prior to such date that is ten (10) Business Days after such written demand or shall accrue interest at the Default Rate prior to such date that is ten (10) Business Days after such written demand. (df) Each party hereto hereby agrees that neither the Administrative Agent nor the any Sustainability Structuring Agents Coordinator shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company Parent of any Sustainability Applicable Fee Adjustment or any Sustainability Rate Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Certificate. The Administrative Agent may rely conclusively on any such certificatePricing Certificate, without further inquiry). Each party hereto hereby further agrees that neither the Administrative Agent nor the Sustainability Coordinators make any assurances as to (i) whether this Agreement meets any Borrower or Lender criteria or expectations with regard to environmental impact and sustainability performance, or (ii) whether the characteristics of the relevant sustainability performance targets and/or key performance indicators included in the Agreement, including any environmental and sustainability criteria or any computation methodology with respect thereto, meet any industry standards for sustainability-linked credit facilities. (eg) In To the extent any Resource Solutions Impacting Transaction, any External Impacting Event or any TRIR Impacting Transaction occurs after the First Amendment Effective Date, then (i) the Resource Solutions Amount, Resource Solutions Threshold, Resource Solutions Target, Total Recordable Incident Rate, TRIR Threshold, TRIR Target A, TRIR Target B and/or Sustainability Table (including relevant provisions with respect thereto), as applicable, may be adjusted in a manner reasonably acceptable to the Parent and the Sustainability Coordinators giving effect to such Resource Solutions Impacting Transaction, External Impacting Event and/or TRIR Impacting Transaction, as applicable (any such adjustments, “Impacting Event Adjustments”), and the Sustainability Coordinators, the Parent and the Administrative Agent may amend this Agreement to incorporate such Impacting Event Adjustments which amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Parent) written notice that such Required Lenders object to such amendment (and, in the event Required Lenders deliver a written notice objecting to any such amendment, an alternative amendment may be effectuated with the consent of the Required Lenders, the Parent and the Sustainability Coordinators), and/or (ii) unless otherwise provided pursuant to the foregoing clause (i), with respect to any TRIR Impacting Transaction, the Total Recordable Incident Rate with respect to any entity acquired as part of a Regulatory Change TRIR Impacting Transaction shall be excluded from the calculation of Total Recordable Incident Rate hereunder for the first twelve (12) months immediately following the closing date of such TRIR Impacting Transaction. Any adjustment pursuant to this Section 2.21(g) (solely to the extent not set forth in relation an amendment to this Agreement) shall be described in reasonable detail in the applicable Pricing Certificate delivered with respect to the fiscal year in which the applicable transaction or event occurred. This clause (g) shall supersede any Key Performance Indicatorprovisions in Section 10.01 to the contrary. (h) To the extent any Sustainability Coordinator ceases to be a Lender (or, an Affiliate of a Lender), the Company and Parent shall use commercially reasonable efforts to seek to appoint another Person that is a Lender (or an Affiliate of a Lender) to fulfill the Lead role of such Sustainability Structuring Coordinator. (i) The Parent shall deliver to the Administrative Agent shall negotiate in good faith, a Pricing Certificate for the most recently ended fiscal year by no later than 60 150 days following (or such later date agreed by the effective date Sustainability Coordinator, but in any event not to exceed 180 days) after the end of such Regulatory Change fiscal year (commencing with delivery in 2023 for the fiscal year ended December 31, 2022); provided that, the Parent may elect not to deliver a Pricing Certificate for any necessary such fiscal year. Any such election or any other failure to deliver a Pricing Certificate shall not constitute a Default or Event of Default hereunder, but shall subject the Borrowers to the Sustainability Threshold Adjustment described in Section 2.21(c) above. (j) Notwithstanding anything to the contrary set forth herein, (i) any amendment, modification or other supplement to Schedule 6.2 the Resource Solutions Amount, Resource Solutions Threshold, Resource Solutions Target, Total Recordable Incident Rate, TRIR Threshold, TRIR Target A, TRIR Target B and/or Sustainability Table (Sustainability Performance Thresholds) (and /or including relevant provisions with respect thereto), as applicable, in connection with any component definitions thereof) solely to reasonably accommodate Resource Solutions Impacting Transaction, External Impacting Event and/or TRIR Impacting Transaction may be entered into in a writing executed only by the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendmentParent, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect each Sustainability Coordinator in accordance with Section 2.21(g), and (ii) any other amendment, consent, supplement or waiver with respect to any provisions relating to any KPI Metric, this Section 2.21 and any provision with respect the KPI Metrics (including any Sustainability Fee Adjustment or any Sustainability Rate Adjustment and any definitions, schedule or exhibit relating to such provisions) or the establishment of any additional KPI Metrics with respect to certain environmental, social and governance targets of the Parent and its Subsidiaries shall only require approval of the Required Lenders, the Parent and the Sustainability Coordinators hereunder, in each case so long as Lenders constituting Required Lenders the adjustments (increase, decrease or no adjustment) to the otherwise applicable Commitment Fee, Applicable Rate for Base Rate Loans and Applicable Rate for Term SOFR Loans/Letter of Credit Fee do not object to such changes within five Business Days after receiving written notice exceed (x) a 0.010% increase and/or decrease in the otherwise applicable Commitment Fee and (y) a 0.040% increase and/or decrease in the otherwise applicable Applicable Rate for Term SOFR Loans and Letter of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent Credit Fees and the Administrative Agent do not agree to Applicable Rate for Base Rate Loans (it being understood that any such amendmentmodification having the effect of reducing the Commitment Fee, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment for Base Rate Loans or Applicable Rate for Term SOFR Loans to a level not otherwise permitted by this paragraph would require approval by all affected Lenders in accordance with Section 10.01). This clause (j) shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything supersede any provisions in Section 10.01 to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zerocontrary.

Sustainability Adjustments. (a) Following the date on which the Borrower provides a Pricing Certificate pursuant to Section 6.14(a) in respect of its most recently ended Annual Period, the Applicable Margin (iincluding for purposes of determining the Commitment Fee) Each shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Margin Adjustment as set forth in such Pricing Certificate. For purposes of the foregoing, (A) the Sustainability Margin Adjustment shall be determined as of the fifth (5th) Business Day following receipt by the Administrative Agent of a Pricing Certificate based upon the KPI Metrics set forth in such Pricing Certificate and the calculation of the Sustainability Margin Adjustment and therein (such day, the “Sustainability Facility Fee Pricing Adjustment shall be effective on the Sustainability Adjustment Date Date”) and (iiB) each change in the Applicable Margin and (including for purposes of determining the Facility Fee Rate Commitment Fee) resulting from a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment DateDate (or, in the case of non-delivery of a Pricing Certificate, the last day such Pricing Certificate could have been delivered pursuant to Section 6.14(a)); provided that if any Sustainability Pricing Adjustment Date shall occur before the last day of an Interest Period, no change to the Applicable Margin as a result of the Sustainability Margin Adjustment shall be effective for purposes of Section 2.6 until the first day of the immediately succeeding Interest Period. (b) For the avoidance of doubt, the Sustainability it is understood and agreed that (i) only one Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar year. It is further understood and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate will never be reduced or increased by more than [Redacted]Annual Period, in each case pursuant to the (ii) any Sustainability Margin Adjustment or the Sustainability Facility Fee Adjustment, as applicable, during any calendar year (the “Maximum Adjustment”). For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment or any adjustment to the Facility Fee Rate due to a Sustainability Facility Fee Adjustment in any calendar year shall be iterative and shall not be cumulative year-over-year. Each year (each applicable adjustment Sustainability Margin Adjustment shall only apply until the date on which the next adjustment Sustainability Margin Adjustment is due to take place) and (iii) Sustainalytics delivered a second party opinion to the Borrower on August 29, 2023. (c) If It is hereby understood and agreed that if no Pricing Certificate is delivered by the Company fails to provide Borrower within the Lead Sustainability Structuring Agent and the Administrative Agent with period set forth in Section 6.14(a), the Sustainability Pricing Certificate or one or more of the KPI Metrics for any calendar year within the timeframe indicated in Section 6.2, the Applicable Margin shall Adjustment will be increased by [Redacted] and the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submittedpositive five (5) basis points, commencing on the Sustainability Adjustment Date last day such Pricing Certificate could have been delivered pursuant to the terms of Section 6.14(a) and continuing until five the Borrower delivers a Pricing Certificate to the Administrative Agent and a new Applicable Margin is determined pursuant to Section 2.13(a) above and, pending delivery of a Pricing Certificate no Default or Event of Default shall occur in relation to the failure to deliver such Pricing Certificate. (d) If (i)(A) any of the Borrower or any Lender becomes aware of any material inaccuracy in the Sustainability Margin Adjustment or the KPI Metrics as reported on the applicable Pricing Certificate (a “Pricing Certificate Inaccuracy”) and, not later than thirty (30) Business Days following after obtaining knowledge thereof delivers a written notice to the date on which the Company submits another Sustainability Administrative Agent describing such Pricing Certificate for such Key Performance Indicator Inaccuracy in reasonable detail (who shall furnish a copy to each of the Lenders and the Borrower) or if no such Sustainability (B) the Borrower and the Lenders agree that there was a Pricing Certificate is provided, for Inaccuracy at the subsequent calendar year); provided, that it is understood time of delivery of the relevant Pricing Certificate and agreed that (ii) a proper calculation of the Sustainability Margin Adjustment or the KPI Metrics would have resulted in an increase in the Applicable Margin and the Facility Commitment Fee Ratefor such period, as applicable, will never then the Borrower shall be increased by more than the Maximum Adjustment. (d) Each party hereto hereby agrees that neither obligated to pay to the Administrative Agent nor for the Sustainability Structuring Agents shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company of any Sustainability Applicable Rate Adjustment (or any account of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and Lenders, promptly on demand by the Administrative Agent may rely conclusively on (acting at the direction of the Required Lenders) (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under any such certificateDebtor Relief Law, automatically and without further inquiry). (e) In the event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, action by no later than 60 days following the effective date of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five or any Lender), but in no event less than ten (10) Business Days after receiving the Borrower has received written notice of, or has agreed in writing that there was, a Pricing Certificate Inaccuracy, an amount equal to: (x) the excess of the amount of interest and fees that should have been paid for such proposed amendment, modification or other supplementperiod over (y) the amount of interest and fees actually paid for such period (the “True-Up Amount”). If the CompanyBorrower becomes aware of any Pricing Certificate Inaccuracy and, in connection therewith, if a proper calculation of the Lead Sustainability Structuring Agent Margin Adjustment or the KPI Metrics would have resulted in a decrease in the Applicable Margin and the Administrative Agent do not agree to any Commitment Fee for such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and receipt by the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after Agent of notice from the Lenders’ receipt of written notice Borrower of such proposed agreement, the Sustainability Applicable Rate Adjustment Pricing Certificate Inaccuracy (which notice shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything include corrections to the contrary herein, for all purposes hereunder, calculations of the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment or the KPI Metrics, as applicable), commencing on the Business Day following receipt by the Administrative Agent of such notice, the Applicable Margin and the Commitment Fee shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to reflect the contrary herein and for all purposes hereunder corrected calculations of the Bonus Sustainability Margin Adjustment shall be deemed to be zeroor the KPI Metrics, as applicable.

Sustainability Adjustments. The Parent, in consultation with the Administrative Agent, shall be entitled to establish specified key performance indicators (a“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Parent and its Subsidiaries. The Administrative Agent and the Borrowers may amend this Agreement (such amendment, the “ESG Amendment”) with respect to one or more Class of Loans and/or Commitments 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., New York City time, on the tenth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders of the applicable Class and the Borrowers unless, prior to such time, Lenders comprising the Majority Lenders of any applicable Class have delivered to the Administrative Agent (who shall promptly notify the Parent) written notice that such Majority Lenders object to such ESG Amendment. In the event that the Majority Lenders of any Class deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment applicable to such Class of Loans may be effectuated with the consent of the Majority Lenders of such Class, the Parent and the Administrative Agent. Upon the effectiveness of any such ESG Amendment, based on the Parent’s and/or its Subsidiaries’ performance against the KPIs, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Applicable Commitment Fee Rate and/or Applicable Margin for such Class of Loans and Commitments will be made; provided that the amount of such adjustments shall not exceed (i) Each in the case of the Sustainability Margin Adjustment and the Sustainability Facility Applicable Commitment Fee Adjustment shall be effective on the Sustainability Adjustment Date Rate, an increase and/or decrease of 0.05% and (ii) each change in the case of the Applicable Margin, an increase and/or decrease of 0.05%, provided that in no event shall the Applicable Margin be less than zero. The pricing adjustments pursuant to the KPIs will require, among other things, reporting and validation of the measurement of the KPIs in a manner that is agreed between the Parent and the Facility Administrative Agent (each acting reasonably). Following the effectiveness of the ESG Amendment: (i) any modification to the ESG Pricing Provisions which has the effect of (x) reducing the Applicable Margin and/or the Applicable Commitment Fee Rate resulting from to a Sustainability level not otherwise permitted by this Section 1.07 shall (in each case) be subject to the consent of all Lenders; and (ii) any other modification to the ESG Pricing Certificate Provisions (other than as provided for in clause (i) above) shall be subject only to the consent of the Majority Lenders. Notwithstanding anything to the contrary in this Section 1.07, no ESG Amendment shall be effective during the period commencing on and including the applicable Sustainability Adjustment Date and ending on the date immediately preceding the next such Sustainability Adjustment Date. (b) For the avoidance of doubt, the Sustainability Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar year. It is further understood Existing Term B Loans, and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate will never be reduced or increased by more than [Redacted], in each case pursuant to the Sustainability Margin Adjustment or the Sustainability Facility Fee Adjustment, as applicable, during any calendar year (the “Maximum Adjustment”). For the avoidance of doubt, any adjustment no decrease to the Applicable Margin due to a Sustainability Margin Adjustment or any adjustment applicable to the Facility Fee Rate due to a Sustainability Facility Fee Adjustment Existing Term B Loans may be effected, in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (c) If the Company fails to provide the Lead Sustainability Structuring Agent and the Administrative Agent with the Sustainability Pricing Certificate or one or more of the KPI Metrics for any calendar year within the timeframe indicated in Section 6.2, the Applicable Margin shall be increased by [Redacted] and the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submitted, commencing on the Sustainability Adjustment Date and continuing until five Business Days following the date on which the Company submits another Sustainability Pricing Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, that it is understood and agreed that the Applicable Margin and the Facility Fee Rate, as applicable, will never be increased by more than the Maximum Adjustment. (d) Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability Structuring Agents shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company of any Sustainability Applicable Rate Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificatecase, without further inquiry). (e) In the event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following the effective date of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zeroeach affected Existing Term B Lender.

Sustainability Adjustments. (a) (iA) Each of the The Sustainability Margin Adjustment and the Sustainability Facility Fee Adjustment shall be effective on the Sustainability Adjustment Date and (iiB) each change in the Applicable Margin and the Facility Fee Rate resulting from a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Adjustment Date and ending on the date immediately preceding the next such Sustainability Adjustment Date. (b) For the avoidance of doubt, the Sustainability Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar year. It is further understood and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate will never be reduced or increased by more than [Redacted], in each case 5.00 basis points pursuant to the Sustainability Margin Adjustment or the Sustainability Facility Fee Adjustment, as applicable, during any calendar year (the “Maximum Adjustment”). For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment or any adjustment to the Facility Fee Rate due to a Sustainability Facility Fee Adjustment in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (c) If the Company Borrower fails to provide the Lead Sustainability Structuring Agent and the Administrative Agent with the Sustainability Pricing Certificate or one or more of the KPI Metrics for any calendar year within the timeframe indicated in Section 6.25.2(d), the Applicable Margin shall be increased by [Redacted] and the Facility Fee Rate shall be increased by [Redacted] 1.67 basis points for each applicable Key Performance Indicator for which a KPI Metric has not been submitted, commencing on the day by which such Sustainability Adjustment Date Pricing Certificate was required to have been delivered pursuant to the terms of Section 5.2(d) and continuing until five Business Days following the date on which the Company Borrower submits another Sustainability Pricing Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, provided that it is understood and agreed that the Applicable Margin and the Facility Fee Rate, as applicable, will never be increased by more than the Maximum Adjustment. (d) If (i)(A) the Borrower or any Lender becomes aware of any material inaccuracy in any Sustainability Applicable Rate Adjustment or any KPI Metric calculation as reported in a Sustainability Pricing Certificate (any such material inaccuracy, a “Sustainability Pricing Certificate Inaccuracy”) and, in the case of any Lender, such Lender delivers, not later than 10 Business Days after obtaining knowledge thereof, a written notice to the Administrative Agent and the Sustainability Structuring Agent describing such Sustainability Pricing Certificate Inaccuracy in reasonable detail (which description shall be promptly shared with each Lender and the Borrower), or (B) the Borrower and the Lenders agree that there was a Sustainability Pricing Certificate Inaccuracy at the time of delivery of a Sustainability Pricing Certificate, and (ii) a proper calculation of the Sustainability Applicable Rate Adjustments or the KPI Metrics would have resulted in an increase in the Applicable Margin for any applicable period, the Borrower shall pay to the Administrative Agent for the account of the Lenders promptly following written demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code, automatically and without further action by the Administrative Agent, any Lender), but in any event within 10 Business Days after the Borrower has received written notice in reasonable detail of, or has agreed in writing that there was, a Sustainability Pricing Certificate Inaccuracy, an amount equal to the excess of (1) the amount of interest that should have been paid for such period over (2) the amount of interest actually paid for such period. If the Borrower becomes aware of any Sustainability Pricing Certificate Inaccuracy and, in connection therewith, if a proper calculation of the Sustainability Applicable Rate Adjustment or the KPI Metrics would have resulted in a decrease in the Applicable Margin for any period, then, upon receipt by the Administrative Agent of notice from the Borrower of such Sustainability Pricing Certificate Inaccuracy (which notice shall include corrections to the calculations of the Sustainability Applicable Rate Adjustment or the KPI Metrics, as applicable and be certified to by a Responsible Officer of the Borrower), commencing on the Business Day following receipt by the Administrative Agent of such notice, the Applicable Margin shall be adjusted to reflect the corrected calculations of the Sustainability Applicable Rate Adjustment or the KPI Metrics, as applicable. It is understood and agreed that any Sustainability Pricing Certificate Inaccuracy with respect to any applicable period shall not constitute a Default or Event of Default unless the Borrower fails to make a payment required by the foregoing terms of this Section 2.25(d) with respect to such Sustainability Pricing Certificate Inaccuracy following demand for payment by the Administrative Agent made in accordance with the foregoing terms of this Section 2.25(d). 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 the Borrower under the Bankruptcy Code, (a) any additional amounts required to be paid pursuant the immediately 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) 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. (e) Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability Structuring Agents Agent shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company Borrower of any Sustainability Applicable Rate Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in the Initial KPI Metrics Report, any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (ef) In the event of a Regulatory Change in relation to any Key Performance Indicator, the Company Borrower and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following the effective date of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 1.3 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds). Such amendment, modification or other supplement, shall require be consented to by the consent and approval of the CompanyAdministrative Agent, the Lead Sustainability Structuring Agent and the Administrative Agent Borrower and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent Borrower and the Administrative Structuring Sustainability Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the CompanySustainability Structuring Agent, the Lead Sustainability Structuring Agent Borrower and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company Borrower will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zero.

Sustainability Adjustments. (a) Following the date on which the Borrower provides a Pricing Certificate in respect of the most recently ended calendar year, commencing with the calendar year ending December 31, 2023 and ending with the calendar year ending December 31, 2028, (i) Each the Applicable Rate shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Rate Adjustment as set forth in such Pricing Certificate, and (ii) the commitment fee set forth in Section 2.11(a) (the “Commitment Fee”) shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Commitment Fee Adjustment as set forth in such Pricing Certificate. For purposes of the foregoing, (A) the Sustainability Margin Rate Adjustment and the Sustainability Facility Commitment Fee Adjustment shall be effective on applied as of the fifth Business Day following receipt by the Administrative Agent of a Pricing Certificate delivered pursuant to Section 2.22(f) based upon the KPI Metrics set forth in such Pricing Certificate and the calculations of the Sustainability Rate Adjustment Date and the Sustainability Commitment Fee Adjustment therein (such day, the “Sustainability Pricing Adjustment Date”) and (iiB) each change in the Applicable Margin Rate and the Facility Commitment Fee Rate resulting from a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment DateDate (or, in the case of non-delivery of a Pricing 84 DB3/ 204690278.10 Certificate, the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 2.22(f)). (b) For the avoidance of doubt, the Sustainability only one Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar year. It is further understood and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate will never be reduced or increased by more than [Redacted]0.05% and that the Commitment Fee will never be reduced or increased by more than 0.01%, in each case pursuant to the Sustainability Margin Rate Adjustment or and the Sustainability Facility Commitment Fee Adjustment, as applicablerespectively, during any calendar year (the “Maximum Adjustment”)year. For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment Rate or any adjustment to the Facility Commitment Fee Rate due to a Sustainability Facility Fee Adjustment by reason of meeting one or several KPI Metrics in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (c) If the Company fails to provide the Lead Sustainability Structuring Agent and the Administrative Agent with the Sustainability Pricing Certificate or one or more of the KPI Metrics for any calendar year within the timeframe indicated in Section 6.2, the Applicable Margin shall be increased by [Redacted] and the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submitted, commencing on the Sustainability Adjustment Date and continuing until five Business Days following the date on which the Company submits another Sustainability Pricing Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, that it is understood and agreed that the Applicable Margin and the Facility Fee Rate, as applicable, will never be increased by more than the Maximum Adjustment. (d) Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability Structuring Agents shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company of any Sustainability Applicable Rate Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (e) In the event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following the effective date of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zero.

Sustainability Adjustments. 42 (a) Following the date on which Borrower provides a Pricing Certificate (together with the applicable Sustainability Metric Auditor Report) in respect of the most recently ended Reference Year, the Applicable Margin shall be adjusted, as applicable, pursuant to the Sustainability Margin Adjustment as set forth in such Pricing Certificate. For purposes of the foregoing, (i) Each the Sustainability Margin Adjustment shall be determined as of the first day of the first month immediately following receipt by Administrative Agent of a Pricing Certificate delivered pursuant to Section 1.08(f) based upon the KPI 1 (Renewable Energy Procurement) and KPI 2 (Green Certification) for the applicable Reference Year set forth in such Pricing Certificate and the calculations of the Sustainability Margin Adjustment, therein (such day, the “Sustainability Pricing Adjustment and the Sustainability Facility Fee Adjustment shall be effective on the Sustainability Adjustment Date Date”) and (ii) each change in the Applicable Margin and the Facility Fee Rate resulting from a Sustainability Pricing Certificate (or the non-delivery or delivery of an incomplete Pricing Certificate) shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment DateDate (or, in the case of non-delivery or delivery of an incomplete Pricing Certificate, the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 1.08(f)). (b) For the avoidance of doubt, the Sustainability only one Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar yearReference Year. It is further understood and agreed that the Applicable Margin Term SOFR Spread and Daily SOFR Spread and the Base Rate Spread will never be reduced by more than [Redacted] or increased by more than [Redacted] and 0.02% in the Facility Fee Rate will never be reduced or increased by more than [Redacted], in each case aggregate pursuant to the Sustainability Margin Adjustment or the Sustainability Facility Fee Adjustment, as applicable, during any calendar year (the “Maximum Adjustment”)year. For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment or any adjustment by reference to the Facility Fee Rate due to a Sustainability Facility Fee Adjustment KPI Metric Targets in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (c) It is hereby understood and agreed that if no such Pricing Certificate is delivered, or any Pricing Certificate shall be incomplete and fail to include the KPI 1 (Renewable Energy Procurement) or the KPI 2 (Green Certification) for the applicable Reference Year, within the period set forth in Section 1.08(f), the Sustainability Margin Adjustment will be made to the Applicable Margin commencing on the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 1.08(f). (d) If (i)(A) Borrower or any Bank becomes aware of any material inaccuracy in the Company fails Sustainability Margin Adjustment, the KPI 1 (Renewable Energy Procurement) or the KPI 2 (Green Certification) as reported in a Pricing Certificate (any such material inaccuracy, a “Pricing Certificate Inaccuracy”) and, in the case of any Bank, such Bank delivers, not later than ten (10) Business Days after obtaining knowledge thereof, a written notice to provide Administrative Agent describing such Pricing Certificate Inaccuracy in reasonable detail (which description shall be shared with each Bank and Borrower), or (B) Borrower and the Lead Banks agree that there was a Pricing Certificate Inaccuracy at the time of delivery of a Pricing Certificate, and (ii) a proper calculation of the Sustainability Structuring Margin Adjustment, the KPI 1 (Renewable Energy Procurement) or the KPI 2 (Green Certification) would have resulted in no adjustment or a lesser adjustment, as applicable, to the Applicable Margin for any period, Borrower shall be obligated to pay to Administrative Agent for the account of the applicable Banks, as the case may be, promptly on demand by Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to Borrower under any Debtor Relief Laws, automatically and without further action by Administrative Agent, any Bank), but in any event within ten (10) Business Days after B▇▇▇▇▇▇▇ has received written notice of, or has agreed in writing that there was, a Pricing Certificate Inaccuracy, 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. The Borrower shall deliver written notice of any Pricing Certificate Inaccuracy to the Administrative Agent with the Sustainability within ten (10) Business Days after obtaining knowledge thereof, which written notice shall describe such Pricing Certificate or one or more of the KPI Metrics for any calendar year within the timeframe indicated Inaccuracy in Section 6.2, the Applicable Margin reasonable detail (and which description shall be increased by [Redacted] and the Facility Fee Rate shall be increased by [Redacted] for shared with each applicable Key Performance Indicator for which a KPI Metric has not been submitted, commencing on the Sustainability Adjustment Date and continuing until five Business Days following the date on which the Company submits another Sustainability Pricing Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate is provided, for the subsequent calendar yearBank); provided, that it . It is understood and agreed that any Pricing Certificate Inaccuracy shall not constitute a Default or Event of Default or otherwise result in the Applicable Margin failure of any condition precedent to any advance or the issuance of any Letter of Credit; provided, that, Borrower complies with the terms of this Section 1.08(d) 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 Borrower under any Debtor Relief Laws, (a) any additional amounts required to be paid pursuant to the immediate preceding paragraph shall not be due and payable until a written demand is made for such payment by Administrative Agent in accordance with such paragraph, (b) any nonpayment of such additional amounts prior to or concurrently with such demand for payment by Administrative Agent shall not constitute a Default (whether retroactively or otherwise) and (c) none of such additional amounts shall be deemed overdue prior to such a demand or shall accrue interest at the Facility Fee Rate, as applicable, will never be increased by more than the Maximum AdjustmentDefault Rate pursuant to Section 2.07 prior to such a demand. (de) Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability Structuring Agents shall have any no responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company Borrower of any Sustainability Applicable Rate Margin Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (ef) In the As soon as available and in any event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 within 180 days following the effective date end of each calendar year (commencing with the calendar year ending December 31, 2022), Borrower may deliver a Pricing Certificate to Administrative Agent (and Administrative Agent shall promptly provide a copy to each Bank) for the most recently-ended Reference Year; provided, that, for any Reference Year Borrower may elect not to deliver a Pricing Certificate, and such election shall not constitute a Default or Event of Default (but such failure to so deliver a Pricing Certificate by the end of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, 180-day period shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator result in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zerobeing applied as set forth in Section 1.08(c)).

Sustainability Adjustments. (a) Prior to the twelve month anniversary of the Restatement Date, the Borrower, in consultation with the Administrative Agent and the Sustainability Structuring Agents, may in its sole discretion establish specified KPIs with respect to certain environmental, social and governance (“ESG”) goals, or identify certain external ESG ratings, of the Borrower and its Subsidiaries (such KPIs or ratings, “KPI Metrics”), which KPI Metrics shall be subject to thresholds or targets (in either case, such thresholds or targets, “SPTs”). The Administrative Agent and the Borrower (each acting reasonably and in consultation with the Sustainability Structuring Agents) may propose an amendment to this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPI Metrics, the SPTs and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Any such ESG Amendment shall become effective upon (i) Each receipt by the Lenders of a lender presentation in regard to the Sustainability Margin Adjustment KPI Metrics and SPTs from the Borrower no later than five (5) Business Days before the proposed effective date of such proposed ESG Amendment, (ii) the posting of such proposed ESG Amendment to all Lenders and the Sustainability Facility Fee Adjustment shall be effective Borrower, and (iii) the receipt by the Administrative Agent of executed signature pages and consents to such ESG Amendment from the Borrower, the Administrative Agent and Lenders comprising the Required Lenders. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPI Metrics and SPTs, certain adjustments (increase, decrease or no adjustment) to (x) the otherwise applicable Applicable Margin may be made (such adjustments, the “ESG Applicable Margin Adjustments”); provided, that (i) the amount of such ESG Applicable Margin Adjustments shall not exceed an increase and/or decrease of 0.05% per annum in the aggregate for all KPI Metrics (the provisions of this proviso, the “Applicable Margin Sustainability Adjustment Date Limitations”) and (ii) each change in no event shall the Applicable Margin be less than 0% and (y) the Facility otherwise applicable Commitment Fee Rate resulting from a Sustainability Pricing Certificate may be made (such adjustments, the “ESG Commitment Fee Adjustments”, together with the ESG Applicable Margin Adjustments, the “ESG Adjustments”); provided, that (i) the amount of such ESG Commitment Fee Adjustments shall be effective during not exceed an increase and/or decrease of 0.01% per annum in the period commencing on and including aggregate for all KPI Metrics (the applicable provisions of this proviso, the “Commitment Fee Sustainability Adjustment Date and ending on the date immediately preceding the next such Sustainability Adjustment Date. (b) For the avoidance of doubtLimitations”, the Sustainability Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar year. It is further understood and agreed that together with the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate will never be reduced or increased by more than [Redacted]Sustainability Adjustment Limitations, in each case pursuant to the Sustainability Margin Adjustment or the Sustainability Facility Fee Adjustmentcollectively, as applicable, during any calendar year (the “Maximum AdjustmentSustainability Adjustment Limitations”)) and (ii) in no event shall the Commitment Fee be less than 0%. For the avoidance of doubt, any adjustment to doubt the Applicable Margin due to a Sustainability Margin Adjustment or any adjustment to the Facility Fee Rate due to a Sustainability Facility Fee Adjustment in any calendar year ESG Adjustments shall not be cumulative year-over-yearyear and shall apply on an annual basis only. The KPI Metrics, the Borrower’s performance against the KPI Metrics, and any related ESG Adjustments resulting therefrom, will be determined based on certain Borrower certificates, reports and other documents, in each case, setting forth the KPI Metrics in a manner that is aligned with the Sustainability Linked Loan Principles (as last published in March 2022 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association, and as further amended, revised or updated from time to time), including with respect to the calculation, certification and measurement thereof. Following the effectiveness of 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 increasing or decreasing the Sustainability Adjustment Limitations set forth in the ESG Amendment. Each applicable adjustment party to this Agreement hereby agrees that the Facilities are not and shall only apply not be a sustainability-linked loan unless and until the date effectiveness of any ESG Amendment. (b) The Lead Sustainability Structuring Agent will, to the extent requested by the Borrower in its sole discretion, assist the Borrower in (i) selecting relevant key performance indicators (“KPIs”) and the ESG Pricing Provisions in connection with the ESG Amendment, (ii) coordination and review of the ESG Amendment and/or marketing materials focused on which ESG to be used in connection with the next adjustment is due ESG Amendment, (iii) engaging with sustainability assurance or other certification providers or external reviewers (where relevant) with respect to take placethe KPI Metrics, and (iv) facilitating the dialogue between the Borrower and the Lenders in regard to the KPIs and assist the Borrower in responding to sustainability-related questions. (c) If the Company fails to provide the Lead Sustainability Structuring Agent and the Administrative Agent with the Sustainability Pricing Certificate or one or more of the KPI Metrics for This Section 2.25 shall supersede any calendar year within the timeframe indicated provisions in Section 6.2, the Applicable Margin shall be increased by [Redacted] and the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submitted, commencing on the Sustainability Adjustment Date and continuing until five Business Days following the date on which the Company submits another Sustainability Pricing Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, that it is understood and agreed that the Applicable Margin and the Facility Fee Rate, as applicable, will never be increased by more than the Maximum Adjustment. (d) Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability Structuring Agents shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company of any Sustainability Applicable Rate Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (e) In the event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following the effective date of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything 10.1 to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zerocontrary.

Sustainability Adjustments. (a) Following the date on which Borrower provides a Pricing Certificate (together with the applicable Sustainability Metric Auditor Report) in respect of the most recently ended Reference Year, the Applicable Margin shall be adjusted, as applicable, pursuant to the Sustainability Margin Adjustment as set forth in such Pricing Certificate. For purposes of the foregoing, (i) Each the Sustainability Margin Adjustment shall be determined as of the first day of the first month immediately following receipt by Administrative Agent of a Pricing Certificate delivered pursuant to Section 1.08(f) based upon the KPI 1 (Renewable Energy Procurement) and KPI 2 (Green Certification) for the applicable Reference Year set forth in such Pricing Certificate and the calculations of the Sustainability Margin Adjustment, therein (such day, the “Sustainability Pricing Adjustment and the Sustainability Facility Fee Adjustment shall be effective on the Sustainability Adjustment Date Date”) and (ii) each change in the Applicable Margin and the Facility Fee Rate resulting from a Sustainability Pricing Certificate (or the non-delivery or delivery of an incomplete Pricing Certificate) shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment DateDate (or, in the case of non-delivery or delivery of an incomplete Pricing Certificate, the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 1.08(f)). (b) For the avoidance of doubt, the Sustainability only one Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar yearReference Year. It is further understood and agreed that the Applicable Margin Term SOFR Spread and Daily SOFR Spread and the Base Rate Spread will never be reduced by more than [Redacted] or increased by more than [Redacted] and 0.02% in the Facility Fee Rate will never be reduced or increased by more than [Redacted], in each case aggregate pursuant to the Sustainability Margin Adjustment or the Sustainability Facility Fee Adjustment, as applicable, during any calendar year (the “Maximum Adjustment”)year. For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment or any adjustment by reference to the Facility Fee Rate due to a Sustainability Facility Fee Adjustment KPI Metric Targets in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (c) It is hereby understood and agreed that if no such Pricing Certificate is delivered, or any Pricing Certificate shall be incomplete and fail to include the KPI 1 (Renewable Energy Procurement) or the KPI 2 (Green Certification) for the applicable Reference Year, within the period set forth in Section 1.08(f), the Sustainability Margin Adjustment will be made to the Applicable Margin commencing on the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 1.08(f). (d) If (i)(A) Borrower or any Bank becomes aware of any material inaccuracy in the Company fails Sustainability Margin Adjustment, the KPI 1 (Renewable Energy Procurement) or the KPI 2 (Green Certification) as reported in a Pricing Certificate (any such material inaccuracy, a “Pricing Certificate Inaccuracy”) and, in the case of any Bank, such Bank delivers, not later than ten (10) Business Days after obtaining knowledge thereof, a written notice to provide Administrative Agent describing such Pricing Certificate Inaccuracy in reasonable detail (which description shall be shared with each Bank and Borrower), or (B) Borrower and the Lead Banks agree that there was a Pricing Certificate Inaccuracy at the time of delivery of a Pricing Certificate, and (ii) a proper calculation of the Sustainability Structuring Margin Adjustment, the KPI 1 (Renewable Energy Procurement) or the KPI 2 (Green Certification) would have resulted in no adjustment or a lesser adjustment, as applicable, to the Applicable Margin for any period, Borrower shall be obligated to pay to Administrative Agent for the account of the applicable Banks, as the case may be, promptly on demand by Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to Borrower under any Debtor Relief Laws, automatically and without further action by Administrative Agent, any Bank), but in any event within ten (10) Business Days after Borrower has received written notice of, or has agreed in writing that there was, a Pricing Certificate Inaccuracy, 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. The Borrower shall deliver written notice of any Pricing Certificate Inaccuracy to the Administrative Agent with the Sustainability within ten (10) Business Days after obtaining knowledge thereof, which written notice shall describe such Pricing Certificate or one or more of the KPI Metrics for any calendar year within the timeframe indicated Inaccuracy in Section 6.2, the Applicable Margin reasonable detail (and which description shall be increased by [Redacted] and the Facility Fee Rate shall be increased by [Redacted] for shared with each applicable Key Performance Indicator for which a KPI Metric has not been submitted, commencing on the Sustainability Adjustment Date and continuing until five Business Days following the date on which the Company submits another Sustainability Pricing Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate is provided, for the subsequent calendar yearBank); provided, that it . It is understood and agreed that any Pricing Certificate Inaccuracy shall not constitute a Default or Event of Default or otherwise result in the Applicable Margin failure of any condition precedent to any advance or the issuance of any Letter of Credit; provided, that, Borrower complies with the terms of this Section 1.08(d) 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 Borrower under any Debtor Relief Laws, (a) any additional amounts required to be paid pursuant to the immediate preceding paragraph shall not be due and payable until a written demand is made for such payment by Administrative Agent in accordance with such paragraph, (b) any nonpayment of such additional amounts prior to or concurrently with such demand for payment by Administrative Agent shall not constitute a Default (whether retroactively or otherwise) and (c) none of such additional amounts shall be deemed overdue prior to such a demand or shall accrue interest at the Facility Fee Rate, as applicable, will never be increased by more than the Maximum AdjustmentDefault Rate pursuant to Section 2.07 prior to such a demand. (de) Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability Structuring Agents shall have any no responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company Borrower of any Sustainability Applicable Rate Margin Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (ef) In the As soon as available and in any event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 within 180 days following the effective date end of each calendar year (commencing with the calendar year ending December 31, 2022), Borrower may deliver a Pricing Certificate to Administrative Agent (and Administrative Agent shall promptly provide a copy to each Bank) for the most recently-ended Reference Year; provided, that, for any Reference Year Borrower may elect not to deliver a Pricing Certificate, and such election shall not constitute a Default or Event of Default (but such failure to so deliver a Pricing Certificate by the end of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, 180-day period shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator result in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zerobeing applied as set forth in Section 1.08(c)).

Sustainability Adjustments. (a) For the period commencing on the Effective Date and ending on the Sustainability Pricing Adjustment Date for the 2024 Reference Year, the Applicable Margin shall be reduced by 0.01% without requiring the Borrower to deliver a Sustainability Certificate for such period; provided, that if no Sustainability Certificate for the 2024 Reference Year is delivered within the period set forth in Section 1.5(b) (ior if such Sustainability Certificate shall be incomplete or fail to satisfy the requirements set forth in the definition of “Sustainability Certificate”), the provisions of Section 1.5(d) Each shall apply. (b) As soon as available and in any event within 100 days following the end of each calendar year of the Borrower (commencing with the calendar year ending December 31, 2024), the Borrower shall deliver to the Agent and the Lenders, in form and detail satisfactory to the Agent and the Majority Lenders, a Sustainability Certificate for the most recently-ended Reference Year; provided, that, for any Reference Year the Borrower may elect not to deliver a Sustainability Certificate, and such election shall not constitute a Default or Event of Default (but such failure to so deliver a Sustainability Certificate by the end of such 100-day period shall result in the Sustainability Rate Adjustment being applied as set forth in Section 1.5(d)). In the event the Borrower’s fiscal year is changed to a non-calendar year fiscal year, following prior written notice to the Agent and the Lenders, the Borrower will be permitted to adjust the timing of delivery of the Sustainability Margin Certificate at its election in a manner intended to maintain consistency with the foregoing. (c) Effective as of the fifth Business Day following receipt by the Agent of a Sustainability Certificate delivered pursuant to Section 1.5(b) (such day, the “Sustainability (d) In the event the Borrower does not deliver a Sustainability Certificate for any Reference Year within the period set forth in Section 1.5(b) or any Sustainability Certificate shall be incomplete or fail to satisfy the requirements set forth in the definition of “Sustainability Certificate” (including the failure to set forth the Sustainability Rate Adjustment and the Sustainability Facility Fee Adjustment shall and calculations in reasonable detail of the KPI Metrics, in each case, for the applicable Reference Year), the Sustainability Rate Adjustment will be effective positive 0.04% and the Sustainability Facility Fee Adjustment will be positive 0.01% commencing on the Sustainability Adjustment Date and (ii) each change in fifth Business Day following the Applicable Margin and the Facility Fee Rate resulting from a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Adjustment Date and ending on the date immediately preceding the next last day such Sustainability Adjustment DateCertificate should have been delivered pursuant to the terms of Section 1.5(b) and continuing until the fifth Business Day following receipt by the Agent of a complete Sustainability Certificate for such Reference Year. (be) For the avoidance of doubt, the only one Sustainability Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar year. It is further understood Reference Year and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate will never be reduced or increased by more than [Redacted], in each case pursuant to the Sustainability Margin Adjustment or the Sustainability Facility Fee Adjustment, as applicable, during any calendar year (the “Maximum Adjustment”). For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment or any adjustment to the Facility Fee Rate due by reference to a Sustainability Facility Fee Adjustment any of the KPI Metrics in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (c) If the Company fails to provide the Lead Sustainability Structuring Agent and the Administrative Agent with the Sustainability Pricing Certificate or one or more of the KPI Metrics for any calendar year within the timeframe indicated in Section 6.2, the Applicable Margin shall be increased by [Redacted] and the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submitted, commencing on the Sustainability Adjustment Date and continuing until five Business Days following the date on which the Company submits another Sustainability Pricing Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate occur. It is provided, for the subsequent calendar year); provided, that it is further understood and agreed that the Applicable Margin and the Facility Fee Rate, as applicable, will never be reduced or increased by more than 0.04% and that the Maximum Adjustment. (d) Each party hereto hereby agrees that neither the Administrative Agent nor Facility Fee will never be reduced or increased by more than 0.01%, pursuant to the Sustainability Structuring Agents shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company of any Sustainability Applicable Rate Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent Facility Fee Adjustment, respectively, during any Reference Year; provided that, and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (e) In the event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following the effective date of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary hereinin this Agreement (including any provision of Section 8.1 requiring the consent of all Lenders for reductions in interest rates), the definitions of KPI Metrics, Qualifying Building, Qualifying Buildings Applicable Margin Adjustment, Qualifying Buildings Facility Fee Adjustment, Qualifying EV Charging Station, Qualifying Percentage, Qualifying Percentage Target A, Qualifying Percentage Target B, Qualifying Percentage Threshold A, Qualifying Percentage Threshold B, Sustainability Certificate, Sustainability Certificate Inaccuracy, Sustainability Facility Fee Adjustment, Sustainability Metric Auditor, Sustainability Pricing Adjustment Date, Sustainability Rate Adjustment, Sustainability-Related Information, Sustainability Report and the Sustainability Table may be amended or otherwise modified with the consent of the Borrower, the Agent and the Majority Lenders; provided, however, for all purposes hereunderthe avoidance of doubt, any changes to the Applicable Margin pursuant to any Sustainability Rate Adjustment and the Facility Fee pursuant to the Sustainability Applicable Rate Facility Fee Adjustment for such Key Performance Indicator in excess of the amounts set forth above shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer subject to the applicable Key Performance Indicator consent of all Lenders in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement accordance with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zeroSection 8.1.

Sustainability Adjustments. (a) Following the date on which the Borrower provides a Pricing Certificate in respect of the most recently ended fiscal year, (i) Each the Applicable Rate shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Rate Adjustment as set forth in such Pricing Certificate and (ii) the Commitment Fee shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Fee Adjustment as set forth in such Pricing Certificate. For purposes of the foregoing, (A) each of the Sustainability Margin Rate Adjustment and the Sustainability Facility Fee Adjustment shall be effective on determined as of the fifth Business Day following receipt by the Administrative Agent of a Pricing Certificate delivered pursuant to Section 6.02(d) based upon the KPI Metrics set forth in such Pricing Certificate and the calculations of the Sustainability Rate Adjustment Date and the Sustainability Fee Adjustment calculations, as applicable, therein (such day, the "Sustainability Pricing Adjustment Date") and (iiB) each change in the Applicable Margin Rate and the Facility Commitment Fee Rate resulting from a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment DateDate (or, in the case of non-delivery of a Pricing Certificate, the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 6.02(d)). (b) For the avoidance of doubt, the Sustainability only one Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar fiscal year. It is further understood and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate will never be reduced or increased by more than [Redacted]2.5 basis points (.025%) and the Commitment Fee will never be reduced or increased by more than 0.5 basis points (0.005%), in each case pursuant to the Sustainability Margin Rate Adjustment or the Sustainability Facility Fee Adjustment, as applicable, from the Applicable Rate and Commitment Fee that would have applied in the absence of such adjustments during any calendar year (the “Maximum Adjustment”)fiscal year. For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment Rate or any adjustment to the Facility Commitment Fee Rate due to a Sustainability Facility Fee Adjustment by reason of meeting one or several KPI Metrics in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (c) It is hereby understood and agreed that if no such Pricing Certificate is delivered by the Borrower within the period set forth in Section 6.02(d), the Sustainability Fee Adjustment will be positive 0.5 basis points (0.005%) and the Sustainability Rate Adjustment will be positive 2.5 basis points (0.025%) commencing on the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 6.02(d) and continuing until the Borrower delivers a Pricing Certificate to the Administrative Agent. (d) If (i) the Company fails Borrower or any Lender becomes aware of any material inaccuracy in the Sustainability Rate Adjustment, the Sustainability Fee Adjustment or the KPI Metrics as reported in a Pricing Certificate (any such material inaccuracy, a "Pricing Certificate Inaccuracy") and the Borrower or such Lender delivers, not later than ten (10) Business Days after obtaining knowledge thereof, a written notice to provide the Lead Sustainability Structuring Agent and the Administrative Agent describing such Pricing Certificate Inaccuracy in reasonable detail (which description shall be shared with each Lender and the Borrower), or (ii) the Borrower and the Lenders agree that there was a Pricing Certificate Inaccuracy at the time of delivery of a Pricing Certificate, then, in each case, as applicable, (A) if a proper calculation of the Sustainability Pricing Certificate Rate Adjustment, the Sustainability Fee Adjustment or one or more of the KPI Metrics would have resulted in an increase in the Applicable Rate and the Commitment Fee for such period, the Borrower shall be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, 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 non-U.S. Debtor Relief Laws), automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), but in any event within ten (10) Business Days after the Borrower has received written notice of, or has agreed in writing that there was, a Pricing Certificate Inaccuracy, an amount equal to the excess of (x) the amount of interest and fees that should have been paid for such period over (y) the amount of interest and fees actually paid for such period and (B) if the Borrower becomes aware of any Pricing Certificate Inaccuracy and, in connection therewith, if a proper calculation of the Sustainability Rate Adjustment, the Sustainability Fee Adjustment or the KPI Metrics would have resulted in a decrease in the Applicable Rate and the Commitment Fee for any calendar year within period, then, upon receipt by the timeframe indicated in Section 6.2Administrative Agent of notice from the Borrower of such Pricing Certificate Inaccuracy (which notice shall include corrections to the calculations of the Sustainability Rate Adjustment, the Applicable Margin shall be increased by [Redacted] and Sustainability Fee Adjustment or the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submittedMetrics, as applicable), commencing on the first (1st) Business Day following receipt by the Administrative Agent of such notice, the Applicable Rate and the Commitment Fee shall be adjusted to reflect the corrected calculations of the Sustainability Rate Adjustment, the Sustainability Fee Adjustment Date and continuing until five Business Days following or the date on which the Company submits another Sustainability Pricing Certificate for such Key Performance Indicator KPI Metrics, as applicable. (or if no such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, that it e) It is understood and agreed that any Pricing Certificate Inaccuracy shall not constitute a Default or Event of Default; provided, that, the Applicable Margin Borrower complies with the terms of Section 2.18(d) 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 a Borrower under the Bankruptcy Code (or any comparable event under non-U.S. Debtor Relief Laws), (i) any additional amounts required to be paid pursuant the immediate preceding clause (d) shall not be due and payable until a written demand is made for such payment by the Facility Fee RateAdministrative Agent in accordance with such clause (d), as applicable, will never (ii) any nonpayment of such additional amounts prior to or upon such demand for payment by Administrative Agent shall not constitute a Default (whether retroactively or otherwise) and (iii) none of such additional amounts shall be increased by more than deemed overdue prior to such a demand or shall accrue interest at the Maximum AdjustmentDefault Rate prior to such a demand. (df) Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability Structuring Agents Coordinator shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company Borrower of any Sustainability Applicable Fee Adjustment or any Sustainability Rate Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (e) In the event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following the effective date of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zero.

Sustainability Adjustments. (a) Following the date on which the Parent provides a Pricing Certificate in respect of the most recently ended fiscal year (commencing with the fiscal year ending December 31, 2023), (i) Each the Applicable Interest Rate Percentage shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Rate Adjustment as set forth in such Pricing Certificate in the manner and at the times described in this Section 2.21 (but in no event shall any adjustment result in the Applicable Interest Rate Percentage being less than 0.00%) and (ii) the Applicable Commitment Fee Percentage shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Fee Adjustment as set forth in such Pricing Certificate in the manner and at the times described in this Section 2.21 (but in no event shall any adjustment result in the Applicable Commitment Fee Percentage being less than 0.00%). For purposes of the foregoing, (A) each of the Sustainability Margin Rate Adjustment and the Sustainability Facility Fee Adjustment shall be effective on as of the fifth (5th) Business Day following receipt by the Administrative Agent of a Pricing Certificate delivered pursuant to Section 2.21(i) based upon the KPI Metrics set forth in such Pricing Certificate and the calculations of the Sustainability Rate Adjustment Date and the Sustainability Fee Adjustment, as applicable, therein (such day, the “Sustainability Pricing Adjustment Date”), and (iiB) each change in the Applicable Margin Interest Rate Percentage and the Facility Applicable Commitment Fee Rate Percentage resulting from a Pricing Certificate, and the Sustainability Pricing Certificate Rate Adjustment and the Sustainability Fee Adjustment related thereto, shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment Date (or, in the case of non-delivery of a Pricing Certificate for the immediately following period, the last day such Pricing Certificate for such following period could have been delivered pursuant to the terms of Section 2.21(i)) (any such period, an “Applicable Sustainability Pricing Adjustment Period”). Notwithstanding the foregoing, to the extent an External Impacting Event occurs after the First Amendment Effective Date, there shall be no subsequent adjustment to the Applicable Interest Rate Percentage or the Applicable Commitment Fee Percentage resulting from the Resource Solutions Amount KPI Metric until the Resource Solutions Amount, Resource Solutions Threshold, Resource Solutions Target and/or the Sustainability Table with respect to the Resource Solutions Amount (or relevant provisions with respect thereto) then in effect are adjusted in accordance with Section 2.21(g) or (j) below. (b) For the avoidance of doubt, the Sustainability only one Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar yearfiscal year of the Parent. It is further understood and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate will never be reduced or increased by more than [Redacted]that, in each case unless otherwise agreed pursuant to the Section 2.21(g) or (j) below, any Sustainability Margin Rate Adjustment or the Sustainability Facility Fee Adjustment, as applicable, during Adjustment made for any calendar year (the “Maximum Adjustment”). For the avoidance of doubt, Applicable Sustainability Pricing Adjustment Period shall only be applicable for such Applicable Sustainability Pricing Adjustment Period and any adjustment increases or reductions to the Applicable Margin due Interest Rate Percentage and Applicable Commitment Fee Percentage, respectively, with respect to a Sustainability Margin Adjustment one or any adjustment to the Facility Fee Rate due to a Sustainability Facility Fee Adjustment more KPI Metrics in any calendar fiscal year shall not be cumulative year-over-year. Each applicable adjustment Sustainability Rate Adjustment or Sustainability Fee Adjustment shall only apply until the date on which the next adjustment is due to take placeconclusion of such Applicable Sustainability Pricing Adjustment Period. (c) It is hereby understood and agreed that if no Pricing Certificate is delivered by the Parent within the period set forth in Section 2.21(i), the Sustainability Rate Adjustment will be positive 0.040% and the Sustainability Fee Adjustment will be positive 0.010% (such positive rates, collectively, the “Sustainability Threshold Adjustment”) commencing on the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 2.21(i) and continuing until the Parent delivers a Pricing Certificate to the Administrative Agent. (d) If (i)(A) the Company fails Parent or any Lender becomes aware of any material inaccuracy in the Sustainability Rate Adjustment, the Sustainability 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 provide the Lead Sustainability Structuring Agent and the Administrative Agent describing such Pricing Certificate Inaccuracy in reasonable detail (which description shall be shared with each other Lender and the Parent), or (B) the Parent and the Required 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 Sustainability Pricing Certificate Rate Adjustment, the Sustainability Fee Adjustment or one or more of the KPI Metrics would have resulted in an increase in the Applicable Interest Rate Percentage and the Applicable Commitment Fee Percentage for any calendar year within the timeframe indicated in Section 6.2period, the Applicable Margin Borrowers shall be increased obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by [Redacted] 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 of the United States, automatically and without further action by the Administrative Agent or any Lender), but in any event within ten (10) Business Days after the Parent has received written demand from the Administrative Agent, or within ten (10) Business Days after the Parent has agreed in writing that there was, a Pricing Certificate Inaccuracy, 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. If the Parent becomes aware of any Pricing Certificate Inaccuracy and, in connection therewith, if a proper calculation of the Sustainability Rate Adjustment, the Sustainability Fee Adjustment or the KPI Metrics would have resulted in a decrease in the Applicable Interest Rate Percentage and the Facility Applicable Commitment Fee Percentage for any period, then, upon receipt by the Administrative Agent of notice from the Parent of such Pricing Certificate Inaccuracy (which notice shall include corrections to the calculations of the Sustainability Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a Adjustment, the Sustainability Fee Adjustment, or the KPI Metric has not been submittedMetrics, as applicable), commencing on the fifth (5th) Business Day following receipt by the Administrative Agent of such notice, the Applicable Interest Rate Percentage and the Applicable Commitment Fee Percentage shall be adjusted to reflect the corrected calculations of the Sustainability Rate Adjustment, the Sustainability Fee Adjustment Date and continuing until five Business Days following or the date on which KPI Metrics, as applicable. Notwithstanding the Company submits another Sustainability foregoing or anything to the contrary herein, any information in a Pricing Certificate for such Key Performance Indicator shall be deemed not to be materially inaccurate (or if and no such Sustainability Pricing Certificate is providedInaccuracy shall be deemed to have occurred in respect thereof), for and any calculation of the subsequent calendar yearSustainability Rate Adjustment, the Sustainability Fee Adjustment or the KPI Metrics shall be deemed proper, and in each case shall not implicate this Section 2.21(d); provided, that it if such information or calculation was made by the Parent in good faith based on information reasonably available to the Parent at the time such calculation was made. (e) It is understood and agreed that any Pricing Certificate Inaccuracy (and any consequences thereof) shall not constitute a Default or Event of Default so long as the Applicable Margin Parent complies with the terms of Section 2.21(d) and this Section 2.21(e) with respect to such Pricing Certificate Inaccuracy. Notwithstanding anything to the Facility Fee Ratecontrary herein, as applicableunless such amounts shall be due upon the occurrence of an actual or deemed entry of an order for relief with respect to a Borrower under the Bankruptcy Code of the United States, will never (i) any additional amounts required to be increased paid pursuant to the immediately preceding subsection (d) shall not be due and payable until the date that is ten (10) Business Days after a written demand is made for such payment by more than the Maximum AdjustmentAdministrative Agent in accordance with such subsection (d), (ii) any nonpayment of such additional amounts prior to or upon the date that is ten (10) Business Days after such written demand for payment by the Administrative Agent shall not constitute a Default (whether retroactively or otherwise) and (iii) none of such additional amounts shall be deemed overdue prior to such date that is ten (10) Business Days after such written demand or shall accrue interest at the Default Rate prior to such date that is ten (10) Business Days after such written demand. (df) Each party hereto hereby agrees that neither the Administrative Agent nor the any Sustainability Structuring Agents Coordinator shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company Parent of any Sustainability Applicable Fee Adjustment or any Sustainability Rate Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Certificate. The Administrative Agent may rely conclusively on any such certificatePricing Certificate, without further inquiry). Each party hereto hereby further agrees that neither the Administrative Agent nor the Sustainability Coordinators make any assurances as to (i) whether this Agreement meets any Borrower or Lender criteria or expectations with regard to environmental impact and sustainability performance, or (ii) whether the characteristics of the relevant sustainability performance targets and/or key performance indicators included in the Agreement, including any environmental and sustainability criteria or any computation methodology with respect thereto, meet any industry standards for sustainability-linked credit facilities. (eg) In To the extent any Resource Solutions Impacting Transaction, any External Impacting Event or any TRIR Impacting Transaction occurs after the First Amendment Effective Date, then (i) the Resource Solutions Amount, Resource Solutions Threshold, Resource Solutions Target, Total Recordable Incident Rate, TRIR Threshold, TRIR Target A, TRIR Target B and/or Sustainability Table (including relevant provisions with respect thereto), as applicable, may be adjusted in a manner reasonably acceptable to the Parent and the Sustainability Coordinators giving effect to such Resource Solutions Impacting Transaction, External Impacting Event and/or TRIR Impacting Transaction, as applicable (any such adjustments, “Impacting Event Adjustments”), and the Sustainability Coordinators, the Parent and the Administrative Agent may amend this Agreement to incorporate such Impacting Event Adjustments which amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Parent) written notice that such Required Lenders object to such amendment (and, in the event Required Lenders deliver a written notice objecting to any such amendment, an alternative amendment may be effectuated with the consent of the Required Lenders, the Parent and the Sustainability Coordinators), and/or (ii) unless otherwise provided pursuant to the foregoing clause (i), with respect to any TRIR Impacting Transaction, the Total Recordable Incident Rate with respect to any entity acquired as part of a Regulatory Change TRIR Impacting Transaction shall be excluded from the calculation of Total Recordable Incident Rate hereunder for the first twelve (12) months immediately following the closing date of such TRIR Impacting Transaction. Any adjustment pursuant to this Section 2.21(g) (solely to the extent not set forth in relation an amendment to this Agreement) shall be described in reasonable detail in the applicable Pricing Certificate delivered with respect to the fiscal year in which the applicable transaction or event occurred. This clause (g) shall supersede any Key Performance Indicatorprovisions in Section 10.01 to the contrary. (h) To the extent any Sustainability Coordinator ceases to be a Lender (or, an Affiliate of a Lender), the Company and Parent shall use commercially reasonable efforts to seek to appoint another Person that is a Lender (or an Affiliate of a Lender) to fulfill the Lead role of such Sustainability Structuring Coordinator. (i) The Parent shall deliver to the Administrative Agent shall negotiate in good faith, a Pricing Certificate for the most recently ended fiscal year by no later than 60 150 days following (or such later date agreed by the effective date Sustainability Coordinator, but in any event not to exceed 180 days) after the end of such Regulatory Change fiscal year (commencing with delivery in 2023 for the fiscal year ended December 31, 2022); provided that, the Parent may elect not to deliver a Pricing Certificate for any necessary such fiscal year. Any such election or any other failure to deliver a Pricing Certificate shall not constitute a Default or Event of Default hereunder, but shall subject the Borrowers to the Sustainability Threshold Adjustment described in Section 2.21(c) above. (j) Notwithstanding anything to the contrary set forth herein, (i) any amendment, modification or other supplement to Schedule 6.2 the Resource Solutions Amount, Resource Solutions Threshold, Resource Solutions Target, Total Recordable Incident Rate, TRIR Threshold, TRIR Target A, TRIR Target B and/or Sustainability Table (Sustainability Performance Thresholds) (and /or including relevant provisions with respect thereto), as applicable, in connection with any component definitions thereof) solely to reasonably accommodate Resource Solutions Impacting Transaction, External Impacting Event and/or TRIR Impacting Transaction may be entered into in a writing executed only by the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendmentParent, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect each Sustainability Coordinator in accordance with Section 2.21(g), and (ii) any other amendment, consent, supplement or waiver with respect to any provisions relating to any KPI Metric, this Section 2.21 and any provision with respect the KPI Metrics (including any Sustainability Fee Adjustment or any Sustainability Rate Adjustment and any definitions, schedule or exhibit relating to such provisions) or the establishment of any additional KPI Metrics with respect to certain environmental, social and governance targets of the Parent and its Subsidiaries shall only require approval of the Required Lenders, the Parent and the Sustainability Coordinators hereunder, in each case so long as Lenders constituting Required Lenders the adjustments (increase, decrease or no adjustment) to the otherwise applicable Commitment Fee, Applicable Rate for Base Rate Loans and Applicable Rate for Eurodollar RateTerm SOFR Loans/Letter of Credit Fee do not object to such changes within five Business Days after receiving written notice exceed (x) a 0.010% increase and/or decrease in the otherwise applicable Commitment Fee and (y) a 0.040% increase and/or decrease in the otherwise applicable Applicable Rate for Eurodollar RateTerm SOFR Loans and Letter of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent Credit Fees and the Administrative Agent do not agree to Applicable Rate for Base Rate Loans (it being understood that any such amendmentmodification having the effect of reducing the Commitment Fee, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment for Base Rate Loans or Applicable Rate for Eurodollar RateTerm SOFR Loans to a level not otherwise permitted by this paragraph would require approval by all affected Lenders in accordance with Section 10.01). This clause (j) shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything supersede any provisions in Section 10.01 to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zerocontrary.

Sustainability Adjustments. (a) Effective as of the first Business Day following the receipt by Administrative Agent of a Sustainability Certificate delivered pursuant to Section 1.6(e) (such day, the “Sustainability Pricing Adjustment Date”) in respect of the most recently ended Reference Year, commencing with the Reference Year ending December 31, 2024, (i) Each of the Applicable Margin shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Margin Rate Adjustment and the as set forth in such Sustainability Facility Fee Adjustment shall be effective on the Sustainability Adjustment Date Certificate, and (ii) each the Revolving Facility Fee Rate shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Fee Adjustment as set forth in such Sustainability Certificate. Each change in the Applicable Margin and the Revolving Facility Fee Rate resulting from a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment Date. (b) In the event the Borrower does not deliver a Sustainability Certificate within the period set forth in Section 1.6(e) (commencing with the Sustainability Certificate due in respect of the 2024 Reference Year) or any Sustainability Certificate shall be incomplete and fail to satisfy the requirements set forth in the definition of “Sustainability Certificate” (including any failure to (i) set forth the Sustainability Rate Adjustment or the Sustainability Fee Adjustment or calculations in reasonable detail of the Average HERS Score, in each case, for the applicable Reference Year or (ii) provide the report of the Sustainability Metric Auditor as described in the definition of “Sustainability Certificate” or designate such Sustainability Metric Auditor in accordance with the definition of such term), the Sustainability Rate Adjustment will be a positive 0.01% and the Sustainability Fee Adjustment will be a positive 0.01%, in each case, commencing on the first Business Day following the last day such Sustainability Certificate should have been delivered pursuant to the terms of Section 1.6(e) and continuing until the first Business Day following receipt by the Administrative Agent of a complete Sustainability Certificate satisfying the requirements set forth in the definition of “Sustainability Certificate” for such Reference Year. (c) For the avoidance of doubt, the only one Sustainability Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar year. It is further understood Reference Year, and agreed that no adjustment to the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Revolving Facility Fee Rate will never be reduced or increased by more than [Redacted], in each case pursuant reference to the Sustainability Margin Adjustment or the Sustainability Facility Fee Adjustment, as applicable, during Average HERS Score in any calendar year (the “Maximum Adjustment”). For nor, for the avoidance of doubt, any adjustment to the Applicable Margin due to a Prior Sustainability Margin Adjustment or any adjustment to the Facility Fee Rate due to a Sustainability Facility Fee Adjustment in any calendar year Adjustment) shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. occur (c) If for the Company avoidance of doubt, it being understood that the Prior Sustainability Adjustment shall cease to apply immediately upon the First Sustainability Pricing Adjustment Date (or, if Borrower fails to provide the Lead timely deliver a Sustainability Structuring Agent and the Administrative Agent with the Sustainability Pricing Certificate or one or more in respect of the KPI Metrics for any calendar year within 2024 Reference Year pursuant to the timeframe indicated in terms of Section 6.21.6(e), the Applicable Margin shall be increased date by [Redacted] and the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submitted, commencing on the Sustainability Adjustment Date and continuing until five Business Days following the date on which the Company submits another Sustainability Pricing Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate in respect of the 2024 Reference Year was required to be delivered pursuant to the terms of Section 1.6(e) (such applicable date, the “Prior Sustainability End Date”))). It is provided, for the subsequent calendar year); provided, that it is further understood and agreed that the Applicable Margin and the Facility Fee Rate, as applicable, will never be reduced or increased by more than 0.01% and that the Maximum Revolving Facility Fee Rate will never be reduced or increased by more than 0.01% pursuant to the Sustainability Rate Adjustment and the Sustainability Fee Adjustment, respectively, during any Reference Year; provided that, and notwithstanding anything to the contrary in this Agreement (including the provisions of Section 12.6 requiring the consent of “each Lender directly affected thereby” for reductions in interest rates), the definitions of HERS Score and Average HERS Score and the Sustainability Table may be amended or otherwise modified with the consent of the Borrower, the Administrative Agent, the Sustainability Agent and the Requisite Lenders; provided, however, for the avoidance of doubt, any changes to the Applicable Margin pursuant to any Sustainability Rate Adjustment and the Revolving Facility Fee Rate pursuant to any Sustainability Fee Adjustment in excess of the amounts set forth above shall be subject to the consent of “each Lender directly affected thereby” in accordance with Section 12.6. (d) Each party hereto hereby agrees that neither If (i)(A) the Administrative Agent nor becomes aware of any material inaccuracy in the Sustainability Structuring Agents shall have any responsibility for (Rate Adjustment, the Sustainability Fee Adjustment or liability the Average HERS Score as reported in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company of any Sustainability Applicable Rate Adjustment Certificate (or any of the data or computations that are part of or related to any such calculationmaterial inaccuracy, a “Sustainability Certificate Inaccuracy”) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent notifies the Borrower thereof, (B) any Lender becomes aware of any Sustainability Certificate Inaccuracy and such Lender delivers a written notice to the Administrative Agent describing such Sustainability Certificate Inaccuracy in reasonable detail (which description shall be shared with the Borrower), or (C) the Borrower becomes aware of a Sustainability Certificate Inaccuracy and delivers notice thereof to the Administrative Agent, and (ii) a proper calculation of the Sustainability Rate Adjustment, Sustainability Fee Adjustment or the Average HERS Score would have resulted in no adjustment or an increase in the Applicable Margin or Revolving Facility Fee Rate for any applicable period, then (x) commencing on the first Business Day following delivery of a corrected Sustainability Certificate to the Administrative Agent, the Applicable Margin and Revolving Facility Fee Rate shall be adjusted to reflect such corrected calculations of the Sustainability Rate Adjustment and the Sustainability Fee Adjustment and (y) the Borrower 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 rely conclusively 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 the Borrower under any such certificateDebtor Relief Laws, automatically and without further inquiryaction by the Administrative Agent, any Lender or any Issuing Bank), but in any event within ten (10) Business Days after the Borrower has received written notice of, or has determined that there was (regardless of whether or not the Borrower notifies the Administrative Agent of such Sustainability Certificate Inaccuracy), a Sustainability Certificate Inaccuracy, 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. It is understood and agreed that, notwithstanding anything in Section 10.1 to the contrary, any Sustainability Certificate Inaccuracy (in and of itself, and excluding any failure to repay to the Administrative Agent (for the account of the applicable Lenders or the applicable Issuing Banks, as the case may be) any amounts owing as a result of Sustainability Certificate Inaccuracy in accordance with this Section 1.6(d)) shall not constitute a Default or Event of Default or otherwise result in the failure of any condition precedent to any advance or the issuance of any Letter of Credit. 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 the Borrower under any Debtor Relief Laws, (x) any additional amounts required to be paid pursuant to this paragraph shall not be due and payable until the earlier to occur of (I) a written demand is made for such payment by the Administrative Agent in accordance with this paragraph or (II) ten (10) Business Days after the Borrower has received written notice of, or has determined that there was, a Sustainability Certificate Inaccuracy (such earlier date, the “Certificate Inaccuracy Payment Date”), and (y) none of such additional amounts shall be deemed overdue prior to the Certificate Inaccuracy Payment Date or shall be subject to the remedies set forth in Section 10.2 prior to the Certificate Inaccuracy Payment Date. (e) In the As soon as available and in any event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 within 150 days following the effective end of each fiscal year of the Parent (commencing with the fiscal year ending December 31, 2024), the Borrower shall deliver to the Administrative Agent (for distribution to each of the Lenders) a Sustainability Certificate for the most recently ended Reference Year; provided, that, notwithstanding anything in Section 10.1 to the contrary, for any Reference Year the Borrower may elect not to deliver a Sustainability Certificate and such election shall not constitute a Default or Event of Default (but such failure to so deliver a Sustainability Certificate by the end of such 150 day period shall result in the Sustainability Rate Adjustment being applied as set forth in Section 1.6(b)). (f) Upon or at any time after the occurrence of a Declassification Event, the Administrative Agent may, and shall if so directed by the Requisite Lenders, with immediate effect, declassify the Commitments, Loans and all other extensions of credit hereunder as “sustainability-linked” (the date of such Regulatory Change any necessary amendmentdeclassification being the “Declassification Date”). Immediately, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (automatically and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, irrevocably upon the written agreement among the Company, the Lead Declassification Date: (i) any applicable Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Fee Adjustment or Sustainability Applicable Rate Adjustment shall cease to apply as of such date, and no Sustainability Fee Adjustment or Sustainability Rate Adjustment shall apply at any time thereafter, (ii) the terms and provisions of this Section 1.6 (other than Section 1.6(d) and any related notice obligation under Section 8.4(t)), Section 6.1(aa) and Section 7.17 shall be deemed null and void and shall cease to apply, and (iii) the Parent and the Borrower must promptly retract any and all external communications, publications or other disclosures that refer to this Agreement or the Loans or Commitments hereunder as “sustainability-linked”, “ESG-linked”, “KPI-Linked”, “green loans”, “sustainable”, or any other similar description. Following the Declassification Date, (x) this Agreement and the Loans and Commitments hereunder may not be “re-classified” as “sustainability-linked”, and the adjustments and provisions referred to in the immediately preceding clauses (i) and (ii) may not be reinstated, and (y) Parent and Borrower shall not, and shall ensure that their respective Affiliates do not, publish, communicate or otherwise make any disclosure that references this Agreement or the Loans or Commitments hereunder as “sustainability-linked”, “ESG-linked”, “KPI-Linked”, “green loans”, “sustainable”, or any other similar description. (g) The Borrower shall, as soon as reasonably practicable after a Sustainability Amendment Event (and in any event within thirty (30) days following the occurrence of such Sustainability Amendment Event), provide details to the Administrative Agent and the Sustainability Agent of the effect such event could reasonably be expected to have on HERS Score methodology, any HERS Threshold or HERS Target, the Sustainability Fee Adjustment, the Sustainability Rate Adjustment and/or any Sustainability-Related Information and, if relevant, propose amendments to any such methodology or terms to eliminate, accommodate or otherwise take into account the effect of such Sustainability Amendment Event on the terms of this Agreement. Upon the occurrence of a Sustainability Amendment Event, the Borrower, the Sustainability Agent and the Administrative Agent shall enter into good faith negotiations with a view to agreeing on such amendments to HERS Score methodology, any HERS Threshold or HERS Target, the Sustainability Fee Adjustment, the Sustainability Rate Adjustment and/or any related terms and provisions of this Agreement as are necessary for the relevant Key Performance Indicator purposes of eliminating, accommodating or otherwise taking into account the effect of such Sustainability Amendment Event on the terms of this Agreement (any such amendment, a “Sustainability Amendment”). (h) Notwithstanding anything to the contrary contained herein, the Prior Sustainability Adjustment shall be determined in accordance with the definitions of “Applicable Sustainability Adjustment”, “Sustainability Adjustment Date”, “Sustainability Adjustment Period” and “Sustainability Rating” (and any other defined term used in any such definition), in each case, as set forth in the Prior Credit Agreement (collectively, the “Prior Sustainability Provisions”), and, without limiting, modifying or otherwise affecting any term or provision set forth in this Agreement, the Prior Sustainability Provisions are incorporated herein by reference, mutatis mutandis, solely for purposes of determining the Prior Sustainability Adjustment; provided, however, that notwithstanding anything to the contrary hereinin the Prior Agreement, W▇▇▇▇ Fargo Securities, LLC shall be deemed to be the “Sustainability Agent” as such term is used in any Prior Sustainability Provision. Immediately and automatically upon the Prior Sustainability End Date, the Prior Sustainability Provisions shall be deemed null and void for all purposes hereunder, the and no Prior Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zeroapply.

Sustainability Adjustments. (a) (i) Each Following the date on which the Borrower provides a Sustainability Certificate in respect of the most recently ended calendar year, each of the Applicable Margin and the Facility Fee, if applicable, shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Applicable Margin Adjustment and Sustainability Facility Fee Adjustment as set forth in such Sustainability Certificate in the manner and at the times described in this Section 1.17. For purposes of the foregoing, (A) the Sustainability Applicable Margin Adjustment and Sustainability Facility Fee Adjustment shall be effective on determined as of the fifth (5th) Business Day following receipt by the Administrative Agent of a Sustainability Certificate delivered pursuant to Section 8.5(q) based upon the KPI Metrics set forth in such Sustainability Certificate for the most recently ended calendar year (commencing with the calendar year ending December 31, 2022) and the calculations of the Sustainability Applicable Margin Adjustment Date and Sustainability Facility Fee Adjustment therein (such day, the “Sustainability Pricing Adjustment Date”) and (iiB) each change in the Applicable Margin and the Facility Fee Rate resulting from a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment DateDate (or, in the case of non-delivery of a Sustainability Certificate for the immediately following period, the last day such Sustainability Certificate for such following period could have been delivered pursuant to the terms of Section 8.5(q). (b) For the avoidance of doubt, the only one Sustainability Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar year. It is further understood and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate will never be reduced or increased by more than [Redacted]0.02% per annum and 0.005% per annum, in each case respectively, pursuant to the Sustainability Applicable Margin Adjustment or the and Sustainability Facility Fee Adjustment, as applicable, Adjustment during any calendar year (the “Maximum Adjustment”)year. For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment or any adjustment to the Facility Fee Rate due to a Sustainability Facility Fee Adjustment by reason of meeting one or both KPI Metrics in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (c) If It is hereby understood and agreed that if no such Sustainability Certificate for any calendar year is delivered by the Company fails Borrower by the time required pursuant to provide Section 8.5(q), the Lead Sustainability Applicable Margin Adjustment and Sustainability Facility Fee Adjustment will be positive 0.02% per annum and positive 0.005%, respectively, commencing on the last day by which such Sustainability Certificate was required to have been delivered pursuant to the terms of Section 8.5(q) and continuing until the fifth (5th) Business Day after the Borrower delivers a Sustainability Certificate to the Administrative Agent; provided that, if the Borrower determines in good faith that it is not possible to calculate a KPI Metric for any calendar year for whatever reason (the “Specified KPI Metric”), the Sustainability Structuring Agent and the Administrative Agent Borrower will negotiate in good faith to agree on the selection of an alternative measure that is customarily applied by Persons carrying out similar businesses or being subject to similar incentives in lieu of the Specified KPI Metric (the “Alternative KPI Metric”). If after twenty (20) Business Days from the day on which the Borrower was originally due to deliver a Sustainability Certificate in accordance with Section 8.5(q), the Borrower and the Sustainability Pricing Structuring Agent (acting on behalf of Required Lenders) agree on the selection of an Alternative KPI Metric, then the Sustainability Applicable Margin Adjustment and Sustainability Facility Fee Adjustment shall be calculated based on such Alternative KPI Metric and the other KPI Metrics, excluding the Specified KPI Metric. If the Borrower and the Sustainability Structuring Agent do not agree on the selection of an Alternative KPI Metric, then the Sustainability Applicable Margin Adjustment and Sustainability Facility Fee Adjustment shall be calculated based on the KPI Metrics, excluding the Specified KPI Metric. In each case, the Sustainability Certificate shall be deemed to be updated to delete the Specified KPI Metric and include the Alternative KPI Metric, if applicable. In addition, if a Recalculation Event has occurred, then, within the twelve (12) month period following such Recalculation Event, the Borrower or one the Sustainability Structuring Agent may notify such other party in writing that it has determined, in good faith, that a KPI Metric or more any element of any table set out in the definitions of the terms “Employee Sustainability Training Metric” or “GRESB Metric” or any of the information set out in the Sustainability Table should be adjusted on account of such Recalculation Event. (d) If (i)(A) the Borrower or any Lender becomes aware of any material inaccuracy in the Sustainability Applicable Margin Adjustment, Sustainability Facility Fee Adjustment, or the KPI Metrics as reported in a Sustainability Certificate (any such material inaccuracy, a “Sustainability 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 Sustainability Certificate Inaccuracy in reasonable detail (which description shall be promptly shared with each Lender and the Borrower), or (B) the Borrower and the Lenders agree that there was a Sustainability Certificate Inaccuracy at the time of delivery of a Sustainability Certificate, and (ii) a proper calculation of the Sustainability Applicable Margin Adjustment, Sustainability Facility Fee Adjustment or the KPI Metrics would have resulted in both an increase in the Applicable Margin or Facility Fee for any calendar year applicable period and an increase in the amount of interest payable by the Borrower for such applicable period, the Borrower shall be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, as the case may be, promptly following written demand by the Administrative Agent (or, after the occurrence of an Event of Default under Section 8.1(f) or (g) with respect to the Borrower, automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), but in any event within ten (10) Business Days after the timeframe indicated Borrower has received written notice of, or has agreed in Section 6.2writing that there was, a Sustainability Certificate Inaccuracy, an amount equal to the excess of (1) the amount of interest that should have been paid for such period over (2) the amount of interest actually paid for such period. If the Borrower becomes aware of any Sustainability Certificate Inaccuracy and, in connection therewith, if a proper calculation of the Sustainability Applicable Margin Adjustment, Sustainability Facility Fee Adjustment or the KPI Metrics would have resulted in a decrease in the Applicable Margin or Facility Fee for any period, then, upon receipt by the Administrative Agent of notice from the Borrower of such Sustainability Certificate Inaccuracy (which notice shall include corrections to the calculations of the Sustainability Applicable Margin Adjustment, Sustainability Facility Fee Adjustment or the KPI Metrics, as applicable, and shall be promptly shared with each Lender), commencing on the Business Day following receipt by the Administrative Agent of such notice, the Applicable Margin and Facility Fee shall be increased by [Redacted] and adjusted to reflect the corrected calculations of the Sustainability Applicable Margin Adjustment, Sustainability Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a Adjustment or the KPI Metric has not been submittedMetrics, commencing on the Sustainability Adjustment Date and continuing until five Business Days following the date on which the Company submits another Sustainability Pricing Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, that it as applicable. It is understood and agreed that any Sustainability Certificate Inaccuracy shall not constitute a Default or Event of Default unless (i) such Sustainability Certificate Inaccuracy would have resulted in an increase in the Applicable Margin and the Facility Fee Ratefor such period and (ii) the Borrower fails to make a payment with respect to such increase as required by the foregoing terms of this Section 1.17(d) with respect to such Sustainability Certificate Inaccuracy following demand for payment by the Administrative Agent made in accordance with the foregoing terms of this Section 1.17(d). Notwithstanding anything to the contrary herein, as applicableunless such amounts shall be due upon the occurrence of an Event of Default under Section 8.1(f) or (g), will never (a) any additional amounts required to be increased paid pursuant to the immediately preceding paragraph shall not be due and payable until a written demand is made for such payment by more than the Maximum AdjustmentAdministrative Agent in accordance with such paragraph, (b) any nonpayment of such additional amounts prior to or upon such demand for payment by the Administrative Agent shall not constitute a Default or Event of Default (whether retroactively or otherwise) 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. (de) Each party hereto hereby agrees that none of the Administrative Agent, the Sustainability Structuring Agent or any Arranger, acting in such capacities make any assurances as to (i) whether this Agreement meets any criteria or expectations of the Borrower or any Lender with regard to environmental impact and sustainability performance, or (ii) whether the characteristics of the relevant sustainability performance targets and/or key performance indicators included in the Agreement, including any environmental and sustainability criteria or any computation methodology with respect thereto, meet any industry standards for sustainability-linked credit facilities. Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability Structuring Agents Agent shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company Borrower of any Sustainability Applicable Rate Margin Adjustment or Sustainability Facility Fee Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (e) In the event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead . The Sustainability Structuring Agent shall negotiate have the same immunities, indemnities and exclusions from liability as are prescribed in good faith, by no later than 60 days following the effective date favor of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agentin this Agreement, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt shall apply mutatis mutandis. (f) If an Event of written notice of such proposed agreementDefault has occurred and is continuing, the Sustainability Applicable Rate Margin Adjustment or Sustainability Facility Fee Adjustment shall cease not apply to apply for effect a reduction of the relevant Key Performance Indicator andApplicable Margin and Facility Fee, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zerorespectively.

Sustainability Adjustments. (a) Following the date on which the Borrower provides a Pricing Certificate in respect of the most recently ended fiscal year, (i) Each the Applicable Rate shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Rate Adjustment as set forth in such Pricing Certificate and (ii) the Commitment Fee shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Fee Adjustment as set forth in such Pricing Certificate. For purposes of the foregoing, (A) each of the Sustainability Margin Rate Adjustment and the Sustainability Facility Fee Adjustment shall be effective on determined as of the fifth Business Day following receipt by the Administrative Agent of a Pricing Certificate delivered pursuant to Section 6.02(e) based upon the KPI Metrics set forth in such Pricing Certificate and the calculations of the Sustainability Rate Adjustment Date and the Sustainability Fee Adjustment calculations, as applicable, therein (such day, the “Sustainability Pricing Adjustment Date”) and (iiB) each change in the Applicable Margin Rate and the Facility Commitment Fee Rate resulting from a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment DateDate (or, in the case of non-delivery of a Pricing Certificate, the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 6.02(e)). (b) For the avoidance of doubt, the Sustainability only one Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar fiscal year. It is further understood and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate will never be reduced or increased by more than [Redacted]2.5 basis points (.025%) and the Commitment Fee will never be reduced or increased by more than 0.5 basis points (0.005%), in each case pursuant to the Sustainability Margin Rate Adjustment or the Sustainability Facility Fee Adjustment, as applicable, from the Applicable Rate and Commitment Fee that would have applied in the absence of such adjustments during any calendar year (the “Maximum Adjustment”)fiscal year. For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment Rate or any adjustment to the Facility Commitment Fee Rate due to a Sustainability Facility Fee Adjustment by reason of meeting one or several KPI Metrics in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (c) It is hereby understood and agreed that if no such Pricing Certificate is delivered by the Borrower within the period set forth in Section 6.02(e), the Sustainability Fee Adjustment will be positive 0.5 basis points (0.005%) and the Sustainability Rate Adjustment will be positive 2.5 basis points (0.025%) commencing on the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 6.02(e) and continuing until the Borrower delivers a Pricing Certificate to the Administrative Agent. (d) If (i) the Company fails Borrower or any Lender becomes aware of any material inaccuracy in the Sustainability Rate Adjustment, the Sustainability Fee Adjustment or the KPI Metrics as reported in a Pricing Certificate (any such material inaccuracy, a “Pricing Certificate Inaccuracy”) and the Borrower or such Lender delivers, not later than ten (10) Business Days after obtaining knowledge thereof, a written notice to provide the Lead Sustainability Structuring Agent and the Administrative Agent describing such Pricing Certificate Inaccuracy in reasonable detail (which description shall be shared with each Lender and the Borrower), or (ii) the Borrower and the Lenders agree that there was a Pricing Certificate Inaccuracy at the time of delivery of a Pricing Certificate, then, in each case, as applicable, (A) if a proper calculation of the Sustainability Pricing Certificate Rate Adjustment, the Sustainability Fee Adjustment or one or more of the KPI Metrics would have resulted in an increase in the Applicable Rate and the Commitment Fee for such period, the Borrower shall be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, 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 non-U.S. Debtor Relief Laws), automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), but in any event within ten (10) Business Days after the Borrower has received written notice of, or has agreed in writing that there was, a Pricing Certificate Inaccuracy, an amount equal to the excess of (x) the amount of interest and fees that should have been paid for such period over (y) the amount of interest and fees actually paid for such period and (B) if the Borrower becomes aware of any Pricing Certificate Inaccuracy and, in connection therewith, if a proper calculation of the Sustainability Rate Adjustment, the Sustainability Fee Adjustment or the KPI Metrics would have resulted in a decrease in the Applicable Rate and the Commitment Fee for any calendar year within period, then, upon receipt by the timeframe indicated in Section 6.2Administrative Agent of notice from the Borrower of such Pricing Certificate Inaccuracy (which notice shall include corrections to the calculations of the Sustainability Rate Adjustment, the Applicable Margin shall be increased by [Redacted] and Sustainability Fee Adjustment or the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submittedMetrics, as applicable), commencing on the first (1st) Business Day following receipt by the Administrative Agent of such notice, the Applicable Rate and the Commitment Fee shall be adjusted to reflect the corrected calculations of the Sustainability Rate Adjustment, the Sustainability Fee Adjustment Date and continuing until five Business Days following or the date on which the Company submits another Sustainability Pricing Certificate for such Key Performance Indicator KPI Metrics, as applicable. (or if no such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, that it e) It is understood and agreed that any Pricing Certificate Inaccuracy shall not constitute a Default or Event of Default; provided, that, the Applicable Margin Borrower complies with the terms of Section 2.18(d) 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 a Borrower under the Bankruptcy Code (or any comparable event under non-U.S. Debtor Relief Laws), (i) any additional amounts required to be paid pursuant the immediate preceding clause (d) shall not be due and payable until a written demand is made for such payment by the Facility Fee RateAdministrative Agent in accordance with such clause (d), as applicable, will never (ii) any nonpayment of such additional amounts prior to or upon such demand for payment by Administrative Agent shall not constitute a Default (whether retroactively or otherwise) and (iii) none of such additional amounts shall be increased by more than deemed overdue prior to such a demand or shall accrue interest at the Maximum AdjustmentDefault Rate prior to such a demand. (df) Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability Structuring Agents Coordinator shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company Borrower of any Sustainability Applicable Fee Adjustment or any Sustainability Rate Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (e) In the event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following the effective date of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zero.

Sustainability Adjustments. (a) Following the date on which the Company provides a Pricing Certificate in respect of the most recently ended fiscal year, (i) Each the Applicable Margin and the Letter of Credit Fee Rate shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Margin Adjustment as set forth in such Pricing Certificate and (ii) the applicable Facility Fee Rate set forth in the Pricing Schedule shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Fee Adjustment as set forth in such Pricing Certificate. For purposes of the foregoing, (A) the Sustainability Margin Adjustment and the Sustainability Fee Adjustment shall be determined as of the fifth Business Day following receipt by the Administrative Agent of a Pricing Certificate delivered pursuant to Section 6.02(d) based upon the KPI Metrics set forth in such Pricing Certificate and the calculations of the Sustainability Margin Adjustment and the Sustainability Facility Fee Adjustment shall be effective on Adjustment, as applicable, therein (such day, the Sustainability Adjustment Date “ ”) and (iiB) each change in the Applicable Margin Margin, the Facility Fee Rate and the Facility Letter of Credit Fee Rate resulting from a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment DateDate (or, in the case of non-delivery of a Pricing Certificate, the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 6.02(d)). (b) For the avoidance of doubt, the Sustainability only one Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar fiscal year. It is further understood and agreed that that, subject to the second to last paragraph of Section 10.01, the Applicable Margin and Letter of Credit Fee Rate will never be reduced by more than [Redacted] or increased by more than [Redacted] 4.0 basis points (such eight basis point spread, the “ ”) pursuant to the Sustainability Margin Adjustment and that the Facility Fee Rate will never be reduced or increased by more than [Redacted]1.0 basis point (such two basis point spread, in each case the “ Basis Point Sustainability Fee ”) pursuant to the Sustainability Margin Adjustment or the Sustainability Facility Fee Adjustment, as applicable, during any calendar year (the “Maximum Adjustment”)fiscal year. For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment or any adjustment to the Margin, Facility Fee Rate due to a Sustainability Facility or Letter of Credit Fee Adjustment Rate by reason of meeting one or both KPI Metrics in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment Pricing Certificate is due delivered or required to take placebe delivered pursuant to Section 6.02(d). (c) If It is hereby understood and agreed that if no such Pricing Certificate is delivered by the Company fails by the time required pursuant to provide Section 6.02(d), (i) the Lead Sustainability Structuring Agent Fee Adjustment will be positive 1.0 basis points and (ii) the Sustainability Margin Adjustment will be positive 4.0 basis points, commencing on the last day such Pricing Certificate was required to have been delivered and continuing until the Company delivers a Pricing Certificate for the applicable fiscal year to the Administrative Agent. (d) If (i)(A) the Company or any Bank becomes aware of any material inaccuracy in the Sustainability Margin Adjustment, the Sustainability Fee Adjustment, or the KPI Metrics as reported in a Pricing Certificate (any such material inaccuracy, a “ ”) and, in the case of any Bank, such Bank delivers, not later than 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 Bank and the Company), or (B) the Company and the Banks agree that there was a Pricing Certificate Inaccuracy at the time of delivery of a Pricing Certificate, and (ii) a proper calculation of the Sustainability Pricing Certificate Margin Adjustment, the Sustainability Fee Adjustment or one or more of the KPI Metrics for any calendar year within the timeframe indicated would have resulted in Section 6.2, an increase in the Applicable Margin shall be increased by [Redacted] and Margin, the Facility Fee Rate or Letter of Credit Fee Rate for any applicable period, the Company shall be increased obligated to pay to the Administrative Agent for the account of the applicable Banks promptly on demand by [Redacted] the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for each applicable Key Performance Indicator relief with respect to the Company under the Bankruptcy Code (or any comparable event under non-U.S. Debtor Relief Laws), automatically and without further action by the Administrative Agent or any Bank), but in any event within 10 Business Days after the Company has received written notice of, or has agreed in writing that there was, a Pricing Certificate Inaccuracy, 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. If the Company becomes aware of any Pricing Certificate Inaccuracy and, in connection therewith, if a proper calculation of the Sustainability Margin Adjustment, the Sustainability Fee Adjustment or the KPI Metrics would have resulted in a decrease in the Applicable Margin, the Facility Fee Rate and the Letter of Credit Fee Rate for any period, then, upon receipt by the Administrative Agent of notice from the Company of such Pricing Certificate Inaccuracy (which a notice shall include corrections to the calculations of the Sustainability Margin Adjustment, the Sustainability Fee Adjustment or the KPI Metric has not been submittedMetrics, as applicable), commencing on the Business Day following receipt by the Administrative Agent of such notice, the Applicable Margin, the Facility Fee Rate and the Letter of Credit Fee Rate shall be adjusted to reflect the corrected calculations of the Sustainability Margin Adjustment, the Sustainability Fee Adjustment Date and continuing until five Business Days following or the date on which the Company submits another Sustainability Pricing Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate is providedKPI Metrics, for the subsequent calendar year); provided, that it as applicable. It is understood and agreed that any Pricing Certificate Inaccuracy with respect to any applicable period shall not constitute a Default or Event of Default; , the Applicable Margin Company complied with the terms of this Section 2.17(d) 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 the Company under the Bankruptcy Code (or any comparable event under non U.S. 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 Facility Fee RateAdministrative Agent in accordance with such paragraph, as applicable, will never (b) any nonpayment of such additional amounts prior to or upon such demand for payment by Administrative Agent shall not constitute a Default (whether retroactively or otherwise) and (c) none of such additional amounts shall be increased by more than deemed overdue prior to such a demand or shall accrue interest at the Maximum AdjustmentDefault Rate prior to such a demand. (de) Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability Structuring Agents Coordinator shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company of any Sustainability Applicable Rate Margin Adjustment or any Sustainability Fee Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (e) In the event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following the effective date of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zero.

Sustainability Adjustments. (a) Within 180 days following the end of each fiscal year of the Company, the Company may deliver a KPI Compliance Certificate for the most recently-ended fiscal year; provided, that, for any fiscal year the Company may elect not to deliver a KPI Compliance Certificate, and such election shall not constitute a Default or Event of Default (i) but such failure to so deliver a KPI Compliance Certificate by the end of such 180-day period shall result in the Sustainability Fee Adjustment and the Sustainability Spread Adjustment being applied as set forth in Section 2.24). Following the date on which the Company provides a KPI Compliance Certificate in respect of the most recently ended fiscal year and not more often than once in any year, the Spreads and the Facility Fee Percentage shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Spread Adjustment and the Sustainability Fee Adjustment, respectively, as set forth in such KPI Compliance Certificate in the manner and at the times described in this Section 2.24. Each of the Sustainability Margin Spread Adjustment and the Sustainability Facility Fee Adjustment shall be effective on as of the fifth Business Day following receipt by the Administrative Agent of a KPI Compliance Certificate based upon the KPI Metrics set forth in such KPI Compliance Certificate and the calculations of the Sustainability Spread Adjustment Date and the Sustainability Fee Adjustment, as applicable, therein (iisuch day, the “Sustainability Pricing Adjustment Date”) and each change in the Applicable Margin Spreads and the Facility Fee Rate Percentage resulting from a Sustainability Pricing Certificate Spread Adjustment and a Sustainability Fee Adjustment shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment Date. Date (b) For or, in the avoidance case of doubtnon-delivery of a KPI Compliance Certificate for the immediately following period, the last day such KPI Compliance Certificate for such following period could have been delivered as described above). If the Company elects not to deliver a KPI Compliance Certificate as provided above, the Sustainability Pricing Certificate may Spread Adjustment will be delivered only once (as to any given Key Performance Indicator) in respect an increase of any calendar year. It is further understood and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] 0.04% and the Facility Fee Rate will never be reduced or increased by more than [Redacted], in each case pursuant to the Sustainability Margin Adjustment or the Sustainability Facility Fee Adjustment, as applicable, during any calendar year (the “Maximum Adjustment”). For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment or any adjustment to the Facility Fee Rate due to a Sustainability Facility Fee Adjustment in any calendar year shall not will be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (c) If the Company fails to provide the Lead Sustainability Structuring Agent and the Administrative Agent with the Sustainability Pricing Certificate or one or more an increase of the KPI Metrics for any calendar year within the timeframe indicated in Section 6.2, the Applicable Margin shall be increased by [Redacted] and the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submitted0.01%, commencing on the Sustainability Adjustment Date last day such KPI Compliance Certificate could have been delivered as described above and continuing until five Business Days following the date on which the Company submits another Sustainability Pricing delivers a KPI Compliance Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, that it is understood and agreed that the Applicable Margin and the Facility Fee Rate, as applicable, will never be increased by more than the Maximum Adjustment. (d) Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability Structuring Agents shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company of any Sustainability Applicable Rate Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (e) In the event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following the effective date of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do . The parties hereto AMERICAS/2023579349.7 53 acknowledge and agree that failure to deliver a KPI Compliance Certificate shall not object to such agreement within five Business Days after the Lenders’ receipt constitute a Default or Event of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zeroDefault.

Sustainability Adjustments. (a) (i) Each Following the date on which the Borrower provides a Sustainability Certificate in respect of the Sustainability most recently ended Fiscal Year, commencing with the Fiscal Year ending December 31, 2024, the Applicable Margin Adjustment for SOFR Loans in basis points and the Applicable Margin for ABR 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 each shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Facility Fee Rate Adjustment as set forth in such Sustainability Certificate. For purposes of the foregoing, (A) the Sustainability Rate Adjustment shall be effective on determined as of the fifth (5th) Business Day following receipt by the Administrative Agent of a Sustainability Certificate delivered pursuant to Section 8.01(u) based upon the Sustainability Linked Performance Targets set forth in such Sustainability Certificate and the calculations of the Applicable Margin for SOFR Rate Loans in basis points and the Applicable Margin for ABR Loans in basis points, as applicable, therein (such day, the “Sustainability Pricing Adjustment Date Date”) and (iiB) each change in the Applicable Margin for SOFR Loans in basis points and the Facility Fee Rate Applicable Margin for ABR Loans in basis points resulting from a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment DateDate (or, in the case of non-delivery of a Sustainability Certificate, the last day such Sustainability Certificate could have been delivered pursuant to the terms of Section 8.01(u)). (b) For the avoidance of doubt, the only one Sustainability Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar yearFiscal Year. It is further understood and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] for SOFR Loans in basis points and the Facility Fee Rate Applicable Margin for ABR Loans in basis points will never be reduced or increased by more than [Redacted], in each case pursuant to the Sustainability Margin Adjustment or the Sustainability Facility Fee Adjustment, as applicable5 basis points, during any calendar year (the “Maximum Adjustment”)Fiscal Year. For the avoidance of doubt, any adjustment to the Applicable Margin due to a for SOFR Loans in basis points and the Applicable Margin for ABR Loans in basis points by reason of meeting one or several Sustainability Margin Adjustment or any adjustment to the Facility Fee Rate due to a Sustainability Facility Fee Adjustment Linked Performance Targets in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (c) It is hereby understood and agreed that if no such Sustainability Certificate is delivered by the Borrower within the period set forth in to Section 8.01(u), the Sustainability Rate Adjustment will be plus 5 basis points commencing on the last day such Sustainability Certificate could have been delivered pursuant to the terms of Section 8.01(u) and continuing until the Borrower delivers a Sustainability Certificate to the Administrative Agent; provided further that, during such period, if the Borrower determines in good faith that it is not possible to calculate any Sustainability Linked Performance Target for any Fiscal Year for whatever reason, the Lead Sustainability Structuring Agent (acting on the request of the Majority Lenders) and the Borrower will negotiate in good faith to agree on the selection of an alternative measure that is customarily applied by Persons carrying out similar businesses or being subject to similar incentives and, if after 20 Business Days, the Borrower and the Lead Sustainability Structuring Agent (acting on the behalf of the Majority Lenders) are unable to agree on the selection of such alternative measure, the Applicable Margin shall apply without any increase or decrease to such Sustainability Linked Performance Target (and if such increase or decrease was already applied at that point in time, it will then be discontinued as of the end of such 20 Business Day period). (d) If (i)(A) the Company fails Borrower or the Lead Sustainability Structuring Agent becomes aware of any material inaccuracy in the Sustainability Rate Adjustment or the Sustainability Linked Performance Targets as reported in a Sustainability Certificate (any such material inaccuracy, a “Sustainability Certificate Inaccuracy”) and, in the case of the Lead Sustainability Structuring Agent, such Lead Sustainability Structuring Agent delivers, not later than ten (10) Business Days after obtaining knowledge thereof, a written notice to provide the Administrative Agent describing such Sustainability Certificate 62 Inaccuracy in reasonable detail (which description shall be shared with each Lender and the Borrower), or (B) the Borrower and the Lead Sustainability Structuring Agent agree that there was a Sustainability Certificate Inaccuracy at the time of delivery of a Sustainability Certificate, (ii) a proper calculation of the Sustainability Rate Adjustment or the Sustainability Linked Performance Targets would have resulted in an increase in the Applicable Margin for SOFR Loans in basis points and/or the Applicable Margin for ABR Loans in basis points for any period, the Borrower 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, but in any event within ten (10) Business Days after the Borrower has received written notice of, or has agreed in writing that there was, a Sustainability Certificate Inaccuracy, an amount equal to the excess of (1) the amount of interest that should have been paid for such period over (2) the amount of interest actually paid for such period and (iii) a proper calculation of the Sustainability Rate Adjustment or the Sustainability Linked Performance Targets would have resulted in a decrease in the Applicable Margin for SOFR Loans in basis points and/or the Applicable Margin for ABR Loans in basis points for any period, the Borrower shall receive a credit against subsequent interest payable in an amount equal to the excess of (1) the amount of interest actually paid for such period over (2) the amount of interest that should have been paid for such period. (e) Notwithstanding anything set out in this Agreement to the contrary, none of: (i) the failure of the Borrower to publish or deliver a Sustainability Report or to deliver a Sustainability Certificate, respectively, or any Sustainability Certificate Inaccuracy in any of the foregoing, or (ii) or the failure of the Borrower to meet or satisfy any Sustainability Linked Performance Target set out in the “Sustainability Rate Adjustment” definition, shall be, or deemed to be, a Default or an Event of Default. (f) Each party hereto hereby agrees that the Administrative Agent, the Lead Sustainability Structuring Agent and the Administrative Agent with the Sustainability Pricing Certificate or one or more of the KPI Metrics for any calendar year within the timeframe indicated in Section 6.2, the Applicable Margin shall be increased by [Redacted] and the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submitted, commencing on the Sustainability Adjustment Date and continuing until five Business Days following the date on which the Company submits another Sustainability Pricing Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, that it is understood and agreed that the Applicable Margin and the Facility Fee Rate, as applicable, will never be increased by more than the Maximum Adjustment. (d) Each party hereto hereby agrees that neither the Administrative Agent nor the Co-Sustainability Structuring Agents Agent shall not have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company Borrower of any Sustainability Applicable Rate Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (eg) In Notwithstanding anything to the contrary contained herein, if (i) a Significant Sustainability Event, a restatement of Scope 1 Emissions and Scope 2 Emissions factors, or any other extraordinary event of beyond the Borrower’s control occurs (each, a Regulatory Change in relation “Triggering Event”) then (A) the Borrower or Lead Sustainability Structuring Agent shall provide prompt written notice to any Key Performance Indicator, the Company other party and (B) the Borrower and the Lead Sustainability Structuring Agent shall negotiate in good faith, by (acting on a Majority Lenders consent) will update the applicable Sustainability Linked Performance Targets no later than 60 days 1 year following the effective date occurrence of any such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (Triggering Event. If the Borrower and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent are unable to agree on the updated Sustainability Linked Performance Targets, the Applicable Margin shall apply without any increase or decrease due to the Sustainability Rate Adjustment for the impacted Sustainability Linked Performance Targets or (ii) a Material Transaction occurs and the Administrative GHG Emissions Intensity of the Borrower in connection with such Material Transaction would reasonably be expected to increase or decrease by 5% or more at the consummation of such Material Transaction then (A) the Borrower or Lead Sustainability Structuring Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving shall provide prompt written notice to the other party, (B) the Borrower may elect to exclude the impact of such proposed amendmentMaterial Transaction on the Sustainability Linked Performance Targets for a period not exceeding 1 year, modification or other supplement. If and (C) the Company, Borrower and the Lead Sustainability Structuring Agent and (acting on a Majority Lenders consent) will update the Administrative Agent do not agree to applicable Sustainability Linked Performance Targets no later than 1 year following the occurrence of any such amendment, modification or supplement following Material Transaction. If the 60 day period, then, upon the written agreement among the Company, Borrower and the Lead Sustainability Structuring Agent and (acting on the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object request of the Majority Lenders) are unable to such agreement within five Business Days after agree on the Lenders’ receipt of written notice of such proposed agreementupdated Sustainability Linked Performance Targets, the Sustainability Applicable Rate Adjustment Margin shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything without any increase or decrease due to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key the impacted Sustainability Linked Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zeroTargets.

Sustainability Adjustments. (a) Following the date on which the Operating Partnership provides a Pricing Certificate to the Administrative Agent as provided herein in respect of its then most recently ended Annual Period, (i) Each the Applicable Margin for purposes of calculating interest on the Advances shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Margin Adjustment as set forth in such Pricing Certificate and (ii) the Applicable Margin for the Unused Fee shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Unused Fee Adjustment as set forth in such Pricing Certificate. For purposes of the foregoing, (A) each of the Sustainability Margin Adjustment and the Sustainability Facility Unused Fee Adjustment shall be effective on determined as of the fifth (5th) Business Day following receipt by the Administrative Agent of a Pricing Certificate delivered pursuant to Section 5.03(c) based upon the Certified Capacity set forth in such Pricing Certificate and the calculations of the Sustainability Margin Adjustment Date and the Sustainability Unused Fee Adjustment calculations, as applicable, therein (such Business Day, the “Sustainability Pricing Adjustment Date”) and (iiB) each change in the Applicable Margin and the Facility Fee Rate resulting from a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next Sustainability Pricing Adjustment Date (or, in the case of non- Digital Realty – Second Amended and Restated Yen Credit Agreement ​ delivery of a Pricing Certificate or the delivery of an incomplete Pricing Certificate, the last day such Sustainability Adjustment DatePricing Certificate could have been delivered pursuant to Section 5.03(c)). (b) For the avoidance of doubt, the Sustainability only one Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar year. It is further understood Annual Period, and agreed that the Applicable Margin for the Advances and the Letter of Credit Fee will never not be reduced or increased pursuant to this Section 2.23 by more than [Redacted] or increased by more than [Redacted] 3.0 basis points (such limit, the “Maximum Margin Adjustment”), and the Facility Applicable Margin for the Unused Fee Rate will never be reduced or increased by more than [Redacted]2.0 basis points, in each case pursuant to the Sustainability Margin Adjustment or the Sustainability Facility Unused Fee Adjustment, as applicable, during in respect of any calendar year Annual Period (such limit, the “Maximum Unused Fee Adjustment”). For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability for the Advances and the Letter of Credit Fee, and/or the Applicable Margin Adjustment or any adjustment to for the Facility Unused Fee Rate due to a Sustainability Facility Fee Adjustment by reason of meeting the Certified Capacity in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (c) If no such Pricing Certificate is delivered by the Company fails to provide Operating Partnership (or any Pricing Certificate shall be incomplete) within the Lead period set forth in Section 5.03(c), the Sustainability Structuring Agent Margin Adjustment will be positive 3.0 basis points and the Administrative Agent with the Sustainability Pricing Certificate or one or more of the KPI Metrics for any calendar year within the timeframe indicated in Section 6.2, the Applicable Margin shall Unused Fee Adjustment will be increased by [Redacted] and the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submitted, positive 2.0 basis points commencing on the Sustainability Adjustment Date last day such Pricing Certificate could have been delivered pursuant to the terms of Section 5.03(c) and continuing until five Business Days following the date on which the Company submits another Sustainability Operating Partnership delivers a complete Pricing Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate is provided, for to the subsequent calendar year); provided, that it is understood and agreed that the Applicable Margin and the Facility Fee Rate, as applicable, will never be increased by more than the Maximum AdjustmentAdministrative Agent. (d) Each party hereto hereby agrees that neither If (i)(A) any of the Operating Partnership or the Required Lenders become aware of any material inaccuracy in the Sustainability Margin Adjustment, the Sustainability Unused Fee Adjustment or the Certified Capacity as reported on the applicable Pricing Certificate as certified by the KPI Metric Auditor (a “Pricing Certificate Inaccuracy”) and not later than ten (10) Business Days after obtaining knowledge thereof, the Required Lenders or the Operating Partnership, as applicable, deliver a written notice to the Administrative Agent nor describing such Pricing Certificate Inaccuracy in reasonable detail including, to the extent applicable, calculations supporting such material inaccuracy (who shall furnish a copy to each of the Lenders and the Operating Partnership) or (B) the Operating Partnership and the Required Lenders agree that there was a Pricing Certificate Inaccuracy at the time of delivery of the relevant Pricing Certificate, (ii) the KPI Metric Auditor confirms in writing that there was in fact a Pricing Certificate Inaccuracy and (iii) a proper calculation of the Sustainability Margin Adjustment, the Sustainability Unused Fee Adjustment or the Certified Capacity would have resulted in an increase in the Applicable Margin for the Advances and the Letter of Credit Fee, and the Applicable Margin for the Unused Fee for such period, then the Operating Partnership shall be obligated to pay to the Administrative Agent for the ratable account of the Lenders, 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 the Operating Partnership under any Bankruptcy Law, automatically and without further action by the Administrative Agent or any Lender), but in no event more than ten (10) Business Days after the Operating Partnership has received written notice of, or has agreed in writing that there was, a Pricing Certificate Inaccuracy, an amount equal to: the excess of (x) the amount of interest and fees that would have been payable for such period at the rate giving effect to the proper Sustainability Unused Fee Adjustment or Sustainability Margin Adjustment, as applicable over (y) the amount of interest and fees actually paid for such period (the “True-Up Amount”). If the Operating Partnership becomes aware of any Pricing Certificate Inaccuracy and, in connection therewith, if a proper calculation of the Sustainability Margin Adjustment, the Sustainability Unused Fee Adjustment or the Certified Capacity would have resulted in a decrease in the Applicable Margin for the Advances and the Letter of Credit Fee, and the Applicable Margin for the Unused Fee for such period, then, upon receipt by the Administrative Agent of notice from the Operating Partnership of such Pricing Certificate Inaccuracy (which notice shall include corrections to the calculations of the Sustainability Margin Adjustment, the Sustainability Unused Fee Adjustment or the Certified Capacity, as applicable), commencing on the Business Day following receipt by the Administrative Agent of such notice, the 69 Digital Realty – Second Amended and Restated Yen Credit Agreement ​ ​ Applicable Margin for the Advances and the Letter of Credit Fee, and the Applicable Margin for purpose of calculating interest on the Unused Fee shall be adjusted to reflect the corrected calculations of the Sustainability Margin Adjustment, the Sustainability Unused Fee Adjustment or the Certified Capacity, as applicable. (e) Notwithstanding anything herein to the contrary, no Pricing Certificate Inaccuracy, in and of itself, shall constitute a Default or Event of Default under this Agreement. 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 the Operating Partnership under any Bankruptcy Law, (i) any additional amounts required to be paid pursuant to clause (d) above shall not be due and payable until a written demand is made for such payment by the Administrative Agent in accordance with subsection (d) above, (ii) any nonpayment of such additional amounts prior to such demand for payment by the Administrative Agent shall not constitute a Default or Event of Default (whether retroactively or otherwise), and (iii) none of such additional amounts shall be deemed overdue prior to such a demand or shall accrue interest at the rate specified in Section 2.07(b) prior to such a demand. In the event the Operating Partnership fails to comply with the terms of this Section 2.23, the Lenders’ sole recourse with respect to such non-compliance shall be limited to the True-Up Amount. (f) None of the Administrative Agent, the Sustainability Structuring Agents Agent or any Lender Party shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company Operating Partnership of any Sustainability Applicable Rate Unused Fee Adjustment or any Sustainability Margin Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Metric Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (e) In the event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following the effective date of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zero.

Sustainability Adjustments. (a) On or prior to the first anniversary of the Closing Date, the Parent Borrower may engage a sustainability coordinator, on terms and conditions to be mutually agreed between the Parent Borrower and such sustainability coordinator (iin such capacity, the “Sustainability Coordinator”), and, in consultation with the Sustainability Coordinator, shall be entitled to establish specified key performance indicators (“Key Performance Indicators”) Each with respect to certain environmental targets of the Parent Borrower and its Subsidiaries. The Sustainability Coordinator, the Administrative Agent, the Required Lenders, and the Parent Borrower may amend this Agreement (such amendment, the “Sustainability Amendment”) solely for the purpose of incorporating the Key Performance Indicators and other related provisions (the “Sustainability Pricing Provisions”) into this Agreement. Upon effectiveness of any such Sustainability Amendment, based on the Borrowers’ performance against the Key Performance Indicators, certain adjustments (increase, decrease or no adjustment) to the Applicable Rate for the Commitment Fee, Alternative Currency Daily Rate Loans, Alternative Currency Term Rate Loans, Benchmark Rate Loans, ABR Loans and Letter of Credit Fees may be made; provided, that, the amount of any such adjustments made pursuant to a Sustainability Amendment shall not result in a decrease or increase of more than (a) 1.00 basis point per annum in the Applicable Rate for the Commitment Fee and/or (b) 5.00 basis points per annum in the Applicable Rate for Alternative Currency Daily Rate Loans, Alternative Currency Term Rate Loans, Benchmark Rate Loans, ABR Loans and Letter of Credit Fees; provided, that, in no event shall the Applicable Rate for any purposes be less than zero. The pricing adjustments pursuant to the Key Performance Indicators will require, among other things, reporting and validation of the measurement of the Key Performance Indicators in a manner that is aligned with the Sustainability Linked Loan Principles (as last published in March 2025 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association, and as further amended, revised or updated from time to time). Following the effectiveness of the Sustainability Margin Adjustment Amendment, any modification to the Sustainability Pricing Provisions which does not have the effect of reducing the Applicable Rate for the Commitment Fee, Alternative Currency Daily Rate Loans, Alternative Currency Term Rate Loans, Benchmark Rate Loans, ABR Loans and Letter of Credit Fees to a level not otherwise permitted by this paragraph shall be subject only to the consent of the OpCo Borrower and the Sustainability Facility Fee Adjustment shall be effective on the Sustainability Adjustment Date and (ii) each change in the Applicable Margin and the Facility Fee Rate resulting from a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Adjustment Date and ending on the date immediately preceding the next such Sustainability Adjustment DateRequired Lenders. (b) For The Sustainability Coordinator will (i) assist the avoidance of doubt, Opco Borrower in determining the Sustainability Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) Provisions in respect of any calendar year. It is further understood and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate will never be reduced or increased by more than [Redacted], in each case pursuant to connection with the Sustainability Margin Adjustment or the Sustainability Facility Fee Adjustment, as applicable, during any calendar year Amendment and (the “Maximum Adjustment”). For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment or any adjustment to the Facility Fee Rate due to a Sustainability Facility Fee Adjustment in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place.ii) assist the (c) If the Company fails to provide the Lead Sustainability Structuring Agent and the Administrative Agent with the Sustainability Pricing Certificate or one or more of the KPI Metrics for This Section 2.26 shall supersede any calendar year within the timeframe indicated provisions in Section 6.2, 9.02 to the Applicable Margin shall be increased by [Redacted] and the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submitted, commencing on the Sustainability Adjustment Date and continuing until five Business Days following the date on which the Company submits another Sustainability Pricing Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, that it is understood and agreed that the Applicable Margin and the Facility Fee Rate, as applicable, will never be increased by more than the Maximum Adjustmentcontrary. (d) Each party hereto hereby agrees that neither The Sustainability Coordinator shall have the benefit of the provisions in Section 8.01, 8.02, 8.03, 8.04, 8.06, 9.03 and 9.17 in each case to the same effect as the Administrative Agent nor the Sustainability Structuring Agents shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company of any Sustainability Applicable Rate Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry)thereunder. (e) In the event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following the effective date of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zero.

Sustainability Adjustments. (a) Following the date on which the Servicer provides a Pricing Certificate in respect of the most recently ended calendar year (beginning with the delivery of a Pricing Certificate for the calendar year 2024), (i) Each both the Yield Rate and the Drawn Fee shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Rate Adjustment as set forth in such Pricing Certificate, and (ii) the Undrawn Fee shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Fee Adjustment as set forth in such pricing Certificate. For purposes of the foregoing, (A) the Sustainability Margin Rate Adjustment and the Sustainability Facility Fee Adjustment shall be effective on applied as of the fifth Business Day following receipt by the Administrative Agent of a Pricing Certificate delivered pursuant to Section 7.02(s) based upon the Methane Emissions KPI Metrics and performance of the Sustainability Performance TargetsTarget set forth in such Pricing Certificate and the calculations of the Sustainability Rate Adjustment Date and the Sustainability Fee Adjustment, therein (such day, the “Sustainability Pricing Adjustment Date”) and (iiB) each change in the Applicable Margin Yield Rate, and the Facility Drawn Fee Rate and Undrawn Fee, resulting from a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on (or, in the date immediately preceding case of non-delivery of a Pricing Certificate, the next last day such Sustainability Adjustment DatePricing Certificate could have been delivered pursuant to the terms of Section 7.02(s)). (b) For the avoidance of doubt, the Sustainability only one Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar year. It is further understood and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Yield Rate will never be reduced or increased by more than [Redacted]0.05% relative to the Daily 1M SOFR Rate and the Term SOFR Rate, in each case as applicable, the Drawn Fee rate will never be reduced or increased by more than 0.05% relative to the unadjusted Drawn Fee rate, and that the Undrawn Fee rate will never be reduced or increased by more than 0.02% relative to the unadjusted Undrawn Fee rate, pursuant to the Sustainability Margin Rate Adjustment or and the Sustainability Facility Fee Adjustment, as applicablerespectively, during any calendar year (the “Maximum Adjustment”)year. For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment Yield Rate, the Drawn Fee rate, or any adjustment to the Facility Undrawn Fee Rate due to a Sustainability Facility Fee Adjustment rate, by reason of meeting one or severalthe Methane Emissions KPI Metrics in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until ; provided that, (i) if the date on which Yield Rate, the next adjustment is due Drawn Fee rate and/or Undrawn Fee rate are reduced relative to take place. (c) If the Company fails to provide Daily 1M SOFR Rate, the Lead Sustainability Structuring Agent and Term SOFR Rate, the Administrative Agent with unadjusted Drawn Fee rate and/or unadjusted Undrawn Fee rate, as applicable, in any year, they may be increased in a subsequent year by non-performance of the Sustainability Pricing Certificate or one or more of Performance TargetsTarget and (ii) if the KPI Metrics for any calendar year within Yield Rate, Drawn Fee rate and/or Undrawn Fee rate are increased relative to the timeframe indicated in Section 6.2Daily 1M SOFR Rate, the Applicable Margin shall be increased by [Redacted] and Term SOFR Rate, the Facility unadjusted Drawn Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submitted, commencing on rate and/or the Sustainability Adjustment Date and continuing until five Business Days following the date on which the Company submits another Sustainability Pricing Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, that it is understood and agreed that the Applicable Margin and the Facility unadjusted Undrawn Fee Rate, as applicable, in any year, they may be decreased in a subsequent year by performance of the Sustainability Performance TargetsTarget , but, in each case, subject to the limitations of the second sentence of this paragraph (b). (c) It is hereby understood and agreed that, subject to the limitations of the second sentence in paragraph (b) above, in the event the Servicer fails to timely deliver a Pricing Certificate in accordance with Section 7.02(s), (i) the Sustainability Rate Adjustment will never be increased by more than positive 0.05% and (ii) the Maximum AdjustmentSustainability Fee Adjustment will be positive 0.02%, in each case, commencing on the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 7.02(s) and continuing until the Servicer delivers a Pricing Certificate to the Administrative Agent for such Sustainability Pricing Adjustment Date. (d) If (i)(A) the Administrative Agent or any Purchaser becomes aware of any material inaccuracy in the Sustainability Rate Adjustment, the Sustainability Fee Adjustment or the Methane Emissions KPI Metrics as reported in a Pricing Certificate (any such material inaccuracy, a “Pricing Certificate Inaccuracy”) and the Administrative Agent or such Purchaser delivers, not later than ten (10) Business Days after obtaining knowledge thereof, a written notice to the Servicer (and with respect to knowledge of such Purchaser, the Administrative Agent) describing such Pricing Certificate Inaccuracy in reasonable detail (which description shall be shared with each Purchaser and the Servicer), or (B) the Servicer becomes aware of a Pricing Certificate Inaccuracy and the Servicer and the Administrative Agent shall mutually agree that there was a Pricing Certificate Inaccuracy at the time of delivery of a Pricing Certificate, and (ii) a proper calculation of the Sustainability Rate Adjustment, Sustainability Fee Adjustment or the Methane Emissions KPI Metrics would have resulted in an increase in the Yield Rate, the Drawn Fee rate, or the Undrawn Fee rate for any period, the Seller shall be obligated to pay to the Administrative Agent for the account of the applicable Purchaser, promptly on demand by the Administrative Agent, but in any event within ten (10) Business Days after the Seller has received written notice of, or has agreed in writing that there was, a Pricing Certificate Inaccuracy, 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. If the Servicer becomes aware of any Pricing Certificate Inaccuracy and, in connection therewith, if a proper calculation of the Sustainability Rate Adjustment, Sustainability Fee Adjustment or the Methane Emissions KPI Metrics would have resulted in a decrease in the Yield Rate, the Drawn Fee rate, or the Undrawn Fee rate for any period, then the Seller shall receive a credit against subsequent interest payable on the Investments or fees payable pursuant to Section 2.03, in an amount equal to the excess of (1) the amount of interest and fees actually paid for such period over (2) the amount of interest and fees that should have been paid for such period (for the avoidance of doubt, with respect to any Purchaser, such credit shall apply to amounts of interest and fees which have accrued from and after delivery of the notice of such Pricing Certificate Inaccuracy pursuant to Section 7.02(t) regardless of the time period to which the Pricing Certificate Inaccuracy relates which may be a period before such Person was a Purchaser hereunder) and, commencing on the fifth (5th) Business Day following receipt by the Administrative Agent of the applicable corrections to the Sustainability Rate Adjustment, Sustainability Fee Adjustment or the Methane Emissions KPI Metrics, as the case may be, pursuant to Section 7.02(t), the Yield Rate, the Drawn Fee rate or Undrawn Fee rate shall be adjusted to reflect the corrected calculations of the Sustainability Rate Adjustment, Sustainability Fee Adjustment or the Methane Emissions KPI Metrics, as applicable. (e) It is understood and agreed that any Pricing Certificate Inaccuracy shall not constitute a Default or Event of Default; provided, that, the Borrower complies with the terms of Section 2.10(d) with respect to such Pricing Certificate Inaccuracy. Notwithstanding anything to the contrary herein, (a) any additional amounts required to be paid pursuant to Section 2.10(d) shall not be due and payable until the earlier to occur of (i) a written demand is made for such payment by the Administrative Agent in accordance with Section 2.10(d) or (ii) ten (10) Business Days after the Seller has received written notice of, or has agreed in writing that there was, a Pricing Certificate Inaccuracy“ (such date, the “Certificate Inaccuracy Payment Date”), (b) any nonpayment of such additional amounts prior to the Certificate Inaccuracy Payment Date shall not constitute a Default (whether retroactively or otherwise) and (c) none of such additional amounts shall be deemed overdue prior to the Certificate Inaccuracy Payment Date or shall accrue interest at the increased Yield Rate under Section 2.03(f)(i) prior to the Certificate Inaccuracy Payment Date. (f) Each party hereto hereby agrees that neither the Administrative Sustainability Agent nor the Sustainability Structuring Agents Administrative Agent shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company Servicer of any Sustainability Applicable Rate Adjustment or Sustainability Fee Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (e) In the event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following the effective date of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zero.

Sustainability Adjustments. (a) Following the date on which the Borrower provides a Pricing Certificate in respect of the most recently ended fiscal year, the Applicable Rate for Term Loans shall be decreased (ior not decreased) Each pursuant to the Sustainability Applicable Rate Adjustment Amount as set forth in such Pricing Certificate; provided that in no event will the Applicable Rate be reduced to less than zero as a result of the Sustainability Margin Applicable Rate Adjustment Amount. For purposes of the foregoing, the Sustainability Applicable Rate Adjustment Amount shall be determined as of the fifth Business Day following receipt by the Administrative Agent of a Pricing Certificate delivered pursuant to Section 7.02(f) based upon the KPI Metric set forth in such Pricing Certificate and the Sustainability Facility Fee Adjustment shall be effective on calculations of the Sustainability Applicable Rate Adjustment Date Amount therein (such day, the “Sustainability Pricing Adjustment Date”) and (iiB) each change in the Applicable Margin and the Facility Fee Rate resulting from a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment DateDate (or, in the case of non-delivery of a Pricing Certificate, the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 7.02(f)). (b) For the avoidance of doubt, the Sustainability only one Pricing Certificate may be delivered only once (as pursuant to any given Key Performance Indicator) this Section 2.18 in respect of any calendar fiscal year. It is further understood and agreed that the Applicable Margin Rate will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate will never be reduced or increased by more than [Redacted], in each case one basis points (0.01%) pursuant to the Sustainability Margin Applicable Rate Adjustment or Amount from the Sustainability Facility Fee Adjustment, as applicable, Applicable Rate that would have applied in the absence of such adjustment during any calendar year (the “Maximum Adjustment”)fiscal year. For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment or any adjustment to Rate by reason of meeting the Facility Fee Rate due to a Sustainability Facility Fee Adjustment KPI Metric in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due delivered or able to take placebe delivered pursuant to Section 7.02(f). Notwithstanding the foregoing, any Sustainability Applicable Rate Adjustment Amount applicable to the Revolving Loans in effect from delivery of the Pricing Certificate for the fiscal year 2023 shall remain in effect until March 31, 2025. (c) If the Company fails to provide the Lead Sustainability Structuring Agent and the Administrative Agent with the Sustainability Pricing Certificate or one or more of the KPI Metrics for any calendar year within the timeframe indicated in Section 6.2, the Applicable Margin shall be increased by [Redacted] and the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submitted, commencing on the Sustainability Adjustment Date and continuing until five Business Days following the date on which the Company submits another Sustainability Pricing Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate It is provided, for the subsequent calendar year); provided, that it is hereby understood and agreed that the Applicable Margin and the Facility Fee Rate, as applicable, will never be increased by more than the Maximum Adjustment. (d) Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability Structuring Agents shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation if no such Pricing Certificate is delivered by the Company of any Sustainability Applicable Rate Adjustment (or any of Borrower within the data or computations that are part of or related to any such calculation) period set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquirySection 7.02(f). (e) In the event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following the effective date of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment Amount will be zero basis points (0.00%) commencing on the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 7.02(f) and continuing until the Borrower delivers a Pricing Certificate to the Administrative Agent. (d) If (i) the Borrower or any Lender becomes aware of any material inaccuracy in the Sustainability Applicable Rate Adjustment Amount or the KPI Metric as reported in a Pricing Certificate (any such material inaccuracy, a “Pricing Certificate Inaccuracy”) and the Borrower or 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 cease be shared with each Lender and the Borrower), or (ii) the Borrower and the Lenders agree that there was a Pricing Certificate Inaccuracy at the time of delivery of a Pricing Certificate, then, in each case, as applicable, (A) if a proper calculation of the Sustainability Applicable Rate Adjustment Amount or the KPI Metric would have resulted in no change in the Applicable Rate for such period, the Borrower shall be obligated to apply pay to the Administrative Agent for the relevant Key Performance Indicator account of the applicable Lenders or the applicable L/C Issuers, 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 non-U.S. Debtor Relief Laws), automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), but in any event within ten (10) Business Days after the Borrower has received written notice of, or has agreed in writing that there was, a Pricing Certificate Inaccuracy, an amount equal to the excess of (x) the amount of interest and fees that should have been paid for such period over (y) the amount of interest and fees actually paid for such period and (B) if the Borrower becomes aware of any Pricing Certificate Inaccuracy and, notwithstanding in connection therewith, if a proper calculation of the Sustainability Applicable Rate Adjustment Amount or the KPI Metric would have resulted in a decrease in the Applicable Rate for any period, then, upon receipt by the Administrative Agent of notice from the Borrower of such Pricing Certificate Inaccuracy (which notice shall include corrections to the calculations of the Sustainability Applicable Rate Adjustment Amount or the KPI Metric, as applicable), commencing on the first (1st) Business Day following receipt by the Administrative Agent of such notice, the Applicable Rate shall be adjusted to reflect the corrected calculations of the Sustainability Applicable Rate Adjustment Amount or the KPI Metric, as applicable. (e) It is understood and agreed that any Pricing Certificate Inaccuracy shall not constitute a Default or Event of Default; provided that the Borrower complies with the terms of Section 2.18(d) with respect to such Pricing Certificate Inaccuracy. Notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for unless such Key Performance Indicator amounts shall be due upon the occurrence of an actual or deemed entry of an order for relief with respect to be zero. In a Borrower under the case such Key Performance Indicator no longer appliesBankruptcy Code (or any comparable event under non-U.S. Debtor Relief Laws), (i) any additional amounts required to be paid pursuant the Company will then cease to refer to immediate preceding clause (d) shall not be due and payable until a written demand is made for such payment by the applicable Key Performance Indicator Administrative Agent in the Sustainability Pricing Certificateaccordance with such clause (d), (ii) the Maximum Adjustment any nonpayment of such additional amounts prior to or upon such demand for payment by Administrative Agent shall be automatically updated to exclude any adjustments for such Key Performance Indicator not constitute a Default (whether retroactively or otherwise) and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to none of such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment additional amounts shall be deemed overdue prior to be zerosuch a demand or shall accrue interest at the Default Rate prior to such a demand.

Sustainability Adjustments. (a) Effective as of the November 1 following receipt by the Administrative Agent of a Sustainability Certificate delivered pursuant to Section 2.21(e) (such day, the “Sustainability Pricing Adjustment Date”) in respect of the most recently ended Reference Year, commencing with the Reference Year ending December 31, 2022, (i) Each of the Applicable Rate for Loans shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Margin Rate Adjustment and the as set forth in such Sustainability Facility Fee Adjustment shall be effective on the Sustainability Adjustment Date Certificate, and (ii) each the Applicable Rate for Commitment Fees shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Commitment Fee Adjustment as set forth in such Sustainability Certificate. Each change in the Applicable Margin Rate for Loans and the Facility Fee Applicable Rate for Commitment Fees resulting from a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment Date. (b) In the event the Company does not deliver a Sustainability Certificate within the period set forth in Section 2.21(e) or any Sustainability Certificate shall be incomplete and fail to include the Sustainability Rate Adjustment and the Sustainability Commitment Fee Adjustment and calculations in reasonable detail of the KPI Metrics, (i) for the Reference Year ending December 31, 2022, the Sustainability Rate Adjustment will be positive 0.04% and the Sustainability Commitment Fee Adjustment will be positive 0.008% and (ii) for any Reference Year ending thereafter, the Sustainability Rate Adjustment will be positive 0.05% and the Sustainability Commitment Fee Adjustment will be positive 0.01%, in each case, commencing on the fifth Business Day following the last day such Sustainability Certificate should have been delivered pursuant to the terms of Section 2.21(e) and continuing until the fifth Business Day following receipt by the Administrative Agent of a complete Sustainability Certificate for such Reference Year. (c) For the avoidance of doubt, the only one Sustainability Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar year. It is further understood Reference Year and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate will never be reduced or increased by more than [Redacted], in each case pursuant to the Sustainability Margin Adjustment or the Sustainability Facility Fee Adjustment, as applicable, during any calendar year (the “Maximum Adjustment”). For the avoidance of doubt, any adjustment to the Applicable Margin due Rate for Loans 70 and/or the Applicable Rate for Commitment Fees by reference to a Sustainability Margin Adjustment or any adjustment to of the Facility Fee Rate due to a Sustainability Facility Fee Adjustment KPI Metrics in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take placeoccur. It is further understood and agreed that (i) the Applicable Rate for Loans will never be reduced or increased by more than 0.04% and that the Applicable Rate for Commitment Fees will never be reduced or increased by more than 0.008% for the Reference Year ending December 31, 2022, and (ii) the Applicable Rate for Loans will never be reduced or increased by more than 0.05% and that the Applicable Rate for Commitment Fees will never be reduced or increased by more than 0.01% for any Reference Year ending thereafter, in each case, pursuant to the Sustainability Rate Adjustment and the Sustainability Commitment Fee Adjustment; provided that, and notwithstanding anything to the contrary in this Agreement (including any provision of Section 9.02(b) requiring the consent of “each directly and adversely affected Lender” for reductions in interest rates), the definitions of “KPI 1”, “KPI 1 Applicable Rate Adjustment Amount”, “KPI 1 Commitment Fee Adjustment Amount”, “ KPI 1 Target A”, “KPI 1 Threshold A”, “KPI 2”, “KPI 2 Applicable Rate Adjustment Amount”, “KPI 2 Commitment Fee Adjustment Amount”, “ KPI 2 Target B”, and the Sustainability Table may be amended or otherwise modified with the consent of the Company, the Administrative Agent and the Required Lenders (in consultation with the Sustainability Structuring Agent); provided, however, for the avoidance of doubt, any changes to the Applicable Rate for Loans pursuant to any Sustainability Rate Adjustment and the Applicable Rate for Commitment Fees pursuant to the Sustainability Commitment Fee Adjustment in excess of the amounts set forth above shall be subject to the consent of each directly and adversely affected Lender in accordance with Section 9.02(b). (cd) If (i)(A) the Company fails to provide Administrative Agent, the Lead Sustainability Structuring Agent or any Lender becomes aware of any material inaccuracy in the Sustainability Rate Adjustment, the Sustainability Commitment Fee Adjustment or the KPI Metrics as reported in any Sustainability Certificate (any such material inaccuracy, a “Sustainability Certificate Inaccuracy”) and the Administrative Agent shall notify the Sustainability Structuring Agent and the Lenders, or the Sustainability Structuring Agent or such Lender, as applicable, delivers, not later than ten (10) Business Days after obtaining knowledge thereof, a written notice to the Administrative Agent describing such Sustainability Certificate Inaccuracy in reasonable detail (which description shall be shared with the Company, and, as applicable, the Sustainability Pricing Structuring Agent), or (B) the Company becomes aware of a Sustainability Certificate Inaccuracy and delivers notice thereof to the Administrative Agent and the Sustainability Structuring Agent, and (ii) a proper calculation of the Sustainability Rate Adjustment, Sustainability Commitment Fee Adjustment or one or more of the KPI Metrics would have resulted in no adjustment or an increase in the Applicable Rate for Loans and/or the Applicable Rate for Commitment Fees for any calendar year within applicable period, (x) commencing on the timeframe indicated in Section 6.2fifth Business Day following delivery of a corrected Sustainability Certificate to the Administrative Agent and the Sustainability Structuring Agent, the Applicable Margin Rate for Loans and/or the Applicable Rate for Commitment Fees shall be increased by [Redacted] adjusted to reflect such corrected calculations of the Sustainability Rate Adjustment and the Facility Sustainability Commitment Fee Rate Adjustment and (y) the Company shall be increased 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 [Redacted] the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for each applicable Key Performance Indicator for which a KPI Metric has not been submittedrelief with respect to the Company under any Debtor Relief Laws, commencing on automatically and without further action by the Sustainability Adjustment Date and continuing until five Administrative Agent, any Lender or any Issuing Bank), but in any event within ten (10) Business Days following the date on which after the Company submits another has received written notice of, or has 71 determined that there was, a Sustainability Pricing Certificate Inaccuracy, an amount equal to the excess of (1) the amount of interest and fees that should have been paid for such Key Performance Indicator period over (or if no 2) the amount of interest and fees actually paid for such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, that it period. It is understood and agreed that the Applicable Margin and the Facility Fee Rate, as applicable, will never be increased by more than the Maximum Adjustment. (d) Each party hereto hereby agrees that neither the Administrative Agent nor the any Sustainability Structuring Agents Certificate Inaccuracy shall have any responsibility for (not constitute a Default or liability in respect of) reviewing, auditing Event of Default or otherwise evaluating any calculation by result in the Company failure of any Sustainability Applicable Rate Adjustment (or any of the data or computations that are part of or related condition precedent to any such calculation) set forth in advance or the issuance of any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificateLetter of Credit; provided, without further inquiry). (e) In the event of a Regulatory Change in relation to any Key Performance Indicatorthat, the Company and complies with the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following the effective date terms of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholdsthis Section 2.21(d) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object with respect to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplementSustainability Certificate Inaccuracy. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding 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 all purposes hereunderrelief with respect to the Company under any Debtor Relief Laws, (x) any additional amounts required to be paid pursuant to the immediately preceding paragraph shall not be due and payable until the earlier to occur of (I) a written demand is made for such payment by the Administrative Agent in accordance with such paragraph or (II) 10 Business Days after the Company has received written notice of, or has determined that there was, a Sustainability Certificate Inaccuracy (such date, the “Certificate Inaccuracy Payment Date”), (y) any nonpayment of such additional amounts prior to the Certificate Inaccuracy Payment Date shall not constitute a Default or Event of Default (whether retroactively or otherwise) and (z) none of such additional amounts shall be deemed overdue prior to the Certificate Inaccuracy Payment Date or shall accrue interest at the default rate pursuant to Section 2.12 prior to the Certificate Inaccuracy Payment Date. (e) As soon as available and in any event by the October 31st after the end of each fiscal year of the Company (commencing with the fiscal year ending December 31, 2022), the Company shall deliver to the Administrative Agent, the Sustainability Applicable Structuring Agent and the Lenders, in form and detail satisfactory to the Administrative Agent and the Required Lenders (in consultation with the Sustainability Structuring Agent) a Sustainability Certificate for the most recently-ended Reference Year; provided, that, for any Reference Year the Company may elect not to deliver a Sustainability Certificate, and such election shall not constitute a Default or Event of Default (but such failure to so deliver a Sustainability Certificate by the end of such period shall result in the Sustainability Rate Adjustment for such Key Performance Indicator shall be deemed to be zerobeing applied as set forth in Section 2.21(b)). In the case event the Company’s fiscal year is changed to a non-calendar year fiscal year, the Company will be permitted to adjust the timing of delivery of the Sustainability Certificate at its election in a manner intended to maintain consistency with the foregoing. (f) If, after the date hereof, there occurs any material acquisition or divestiture, extraordinary or extreme event, material change in the regulatory environment, or otherwise (a “Sustainability Modification Event”), and the Company notifies the Administrative Agent and the Sustainability Structuring Agent in writing that the Company requests an adjustment to Schedule 2.21 or an amendment to any provision hereof to account for the effect of such Key Performance Indicator no longer appliesSustainability Modification Event (or if the Administrative Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Sustainability Modification Event, then (i) the Company and the Administrative Agent (in consultation with the Sustainability Structuring Agent) shall negotiate in good faith to agree to adjust to Schedule 2.21 or amend the provisions hereof to account for the effect of such Sustainability Modification Event, and the provisions of this Agreement shall be interpreted on the basis of the provisions in effect and applied immediately prior to such Sustainability Modification Event for a period of not more than 30 days (unless the provisions hereof shall have been amended in accordance herewith or such notice shall have been withdrawn). If, after 30 days following any such notice, the agreement to such amendment of the 72 Company, the Administrative Agent and the requisite Lenders under Section 9.02(b) has not been obtained, there will then cease to refer be any Sustainability Rate Adjustment and any Sustainability Commitment Fee Adjustment until such time as the parties hereto can agree upon any such adjustments in accordance with the terms hereof and during such period (i) the credit facility described in this Agreement shall cease to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, be a sustainability-linked loan and (ii) no party to this Agreement shall, without the Maximum Adjustment shall be automatically updated to exclude prior written consent of the Administrative Agent, the Company and the Sustainability Structuring Agent, make any adjustments for such Key Performance Indicator and (iii) public or private representations or description of the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zerocredit facility described in this Agreement as a sustainability-linked loan.

Sustainability Adjustments. (a) Effective as of the fifth Business Day following receipt by the Administrative Agent of a Sustainability Certificate delivered pursuant to Section 1.10(e) (such day, the “Sustainability Pricing Adjustment Date”) in respect of the most recently ended Reference Year, commencing with the Reference Year ending December 31, 2023, (i) Each of the Applicable Rate shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Margin Rate Adjustment and the as set forth in such Sustainability Facility Fee Adjustment shall be effective on the Sustainability Adjustment Date Certificate, and (ii) the Commitment Fee shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Commitment Fee Adjustment as set forth in such Sustainability Certificate. Subject to Section 1.10(c), each change adjustment in the Applicable Margin Rate and the Facility Commitment Fee Rate resulting from a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment Date. (b) In the event the Borrower does not deliver a Sustainability Certificate within the period set forth in Section 1.10(e) for the applicable Reference Year or any Sustainability Certificate for such Reference Year shall be incomplete and fail to satisfy the requirements set forth in the definition of “Sustainability Certificate” (including the failure to set forth the Sustainability Rate Adjustment, the Sustainability Commitment Fee Adjustment and/or calculations in reasonable detail of the KPI Metrics, in each case, for the applicable Reference Year), the Sustainability Rate Adjustment will be positive 0.05% and the Sustainability Commitment Fee Adjustment will be positive 0.01% commencing on the fifth Business Day following the last day such Sustainability Certificate was required to be delivered pursuant to Section 1.10(e) for such Reference Year and continuing until the fifth Business Day following receipt by the Administrative Agent of a complete Sustainability Certificate for such Reference Year. (c) For the avoidance of doubt, the only one Sustainability Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar year. It is further understood Reference Year and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate will never be reduced or increased by more than [Redacted], in each case pursuant to the Sustainability Margin Adjustment or the Sustainability Facility Fee Adjustment, as applicable, during any calendar year (the “Maximum Adjustment”). For the avoidance of doubt, any adjustment to the Applicable Margin due Rate or the Commitment Fee by reference to a Sustainability Margin Adjustment or any adjustment to of the Facility Fee Rate due to a Sustainability Facility Fee Adjustment in KPI Metrics for any calendar year Reference Year shall not be cumulative year-over-year. Each applicable adjustment Sustainability Rate Adjustment and Sustainability Commitment Fee Adjustment for any Reference Year shall only apply until the date on which earlier of (i) the next adjustment is due to take place. (c) If the Company fails to provide the Lead Sustainability Structuring Agent and the Administrative Agent with the immediately succeeding Sustainability Pricing Certificate or one or more of the KPI Metrics for any calendar year within the timeframe indicated in Section 6.2, the Applicable Margin shall be increased by [Redacted] and the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submitted, commencing on the Sustainability Adjustment Date and continuing until five (ii) the fifth Business Days Day following the date on which the Company submits another last day a Sustainability Pricing Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate is provided, was required to be delivered pursuant to Section 1.10(e) for the subsequent calendar year); provided, that it immediately succeeding Reference Year. It is further understood and agreed that the Applicable Margin and the Facility Fee Rate, as applicable, Rate will never be reduced or increased by more than 0.05% and that the Maximum Commitment Fee will never be reduced or increased by more than 0.01%, pursuant to the Sustainability Rate Adjustment and the Sustainability Commitment Fee Adjustment, respectively, during any Reference Year; provided that, and notwithstanding anything to the contrary in this Agreement (including any provision of Section 11.01 requiring the consent of “each Lender directly affected thereby” for reductions in interest rates), the definitions of Racial & Ethnic Diversity Percentage, Racial & Ethnic Diversity Percentage Applicable Rate Adjustment Amount, Racial & Ethnic Diversity Percentage Commitment Fee Adjustment Amount, Women in Leadership Percentage, Women in Leadership Percentage Applicable Rate Adjustment Amount, Women in Leadership Percentage Commitment Fee Adjustment Amount and the Sustainability Table may be amended or otherwise modified with only the consent of the Borrower, the Administrative Agent and the Required Lenders; provided, however, for the avoidance of doubt, any changes to the Applicable Rate pursuant to any Sustainability Rate Adjustment and the Commitment Fee pursuant to the Sustainability Commitment Fee Adjustment in excess of the amounts set forth above shall be subject to the consent of “each Lender directly affected thereby” in accordance with Section 11.01. (d) Each party hereto hereby agrees that neither If (i) (A) the Administrative Agent nor becomes aware of any material inaccuracy in the Sustainability Structuring Agents shall have any responsibility for (Rate Adjustment, the Sustainability Commitment Fee Adjustment or liability the KPI Metrics as reported in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company of any Sustainability Applicable Rate Adjustment Certificate (or any of the data or computations that are part of or related to any such calculationmaterial inaccuracy, a “Sustainability Certificate Inaccuracy”) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on notifies the Borrower in writing thereof, or (B) any Lender becomes aware of any Sustainability Certificate Inaccuracy and such certificateLender delivers, without further inquiry). (e) In the event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no not later than 60 ten (10) days following the effective date of such Regulatory Change any necessary amendmentafter obtaining knowledge thereof, modification or other supplement a written notice to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent describing such Sustainability Certificate Inaccuracy in reasonable detail (which description shall be shared with the Borrower), or (C) the Borrower becomes aware of a Sustainability Certificate Inaccuracy and will take effect so long as Lenders constituting Required Lenders do not object delivers notice thereof in writing to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long and (ii) a proper calculation of the Sustainability Rate Adjustment, Sustainability Commitment Fee Adjustment or the KPI Metrics would have resulted in no adjustment or an increase in the Applicable Rate or Commitment Fee for any applicable period, then (x) commencing on the fifth Business Day following delivery of a corrected Sustainability Certificate to the Administrative Agent, the Applicable Rate and Commitment Fee shall be adjusted to reflect such corrected calculations of the Sustainability Rate Adjustment and the Sustainability Commitment Fee Adjustment and (y) the Borrower shall be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuer, as Lenders constituting Required Lenders do not object 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 such agreement the Borrower under any Debtor Relief Laws, automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer), but in any event within five ten (10) Business Days after the Lenders’ receipt of Borrower has received written notice of, or has determined that there was, a Sustainability Certificate Inaccuracy, an amount equal to the excess of (1) the amount of interest and fees that should have been paid for such proposed agreement, period over (2) the amount of interest and fees actually paid for such period. It is understood and agreed that any Sustainability Applicable Rate Adjustment Certificate Inaccuracy shall cease not constitute a Default or Event of Default or otherwise result in the failure of any condition precedent to apply for any advance or the relevant Key Performance Indicator and, notwithstanding issuance of any Letter of Credit; provided that the Borrower complies with the terms of this Section 1.10(d) with respect to such Sustainability 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 all purposes hereunderrelief with respect to the Borrower under any Debtor Relief Laws, (x) any additional amounts required to be paid pursuant to this paragraph shall not be due and payable until the earlier to occur of (I) a written demand is made for such payment by the Administrative Agent in accordance with this paragraph or (II) 10 Business Days after the Borrower has received written notice of, or has determined that there was, a Sustainability Certificate Inaccuracy (such earlier date, the Sustainability Applicable Rate Adjustment for “Certificate Inaccuracy Payment Date”), (y) any nonpayment of such Key Performance Indicator additional amounts prior to the Certificate Inaccuracy Payment Date shall not constitute a Default (whether retroactively or otherwise) and (z) none of such additional amounts shall be deemed overdue prior to be zerothe Certificate Inaccuracy Payment Date or shall accrue interest at the default rate pursuant to Section 2.08(b) prior to the Certificate Inaccuracy Payment Date. (e) As soon as available and in any event within 90 days following the end of each fiscal year of the Borrower (commencing with the fiscal year ending December 31, 2023), the Borrower shall deliver to the Administrative Agent and the Lenders, in form and detail satisfactory to the Administrative Agent and the Required Lenders, a Sustainability Certificate for the most recently-ended Reference Year; provided that, for any Reference Year the Borrower may elect not to deliver a Sustainability Certificate, and such election shall not constitute a Default or Event of Default (but such failure to so deliver a Sustainability Certificate by the end of such 90-day period shall result in the Sustainability Rate Adjustment being applied as set forth in Section 1.10(b)). In the case such Key Performance Indicator no longer appliesevent the Borrower’s fiscal year is changed to a non-calendar fiscal year, following prior written notice to the Administrative Agent and the Lenders, the Borrower will be permitted to adjust the timing of delivery of the Sustainability Certificate at its election in a manner intended to maintain consistency with the foregoing. (f) If, after the Amendment No. 1 Effective Date, there occurs any Sustainability Recalculation Event, and either (i) the Company will then cease to refer to Borrower notifies the applicable Key Performance Indicator in Administrative Agent and the Sustainability Pricing CertificateStructuring Agent in writing that the Borrower requests an amendment to any provision hereof to eliminate, accommodate or otherwise take into account the effect of such Sustainability Recalculation Event, or (ii) the Maximum Adjustment Administrative Agent or the Sustainability Structuring Agent notifies the Borrower that the Required Lenders request an amendment to any provision or provisions hereof for such purpose (it being understood and agreed that any such notice may be given before or after such Sustainability Recalculation Event has occurred), then (A) the Borrower, the Administrative Agent, the Sustainability Structuring Agent and the Lenders shall negotiate in good faith to amend the provisions hereof to eliminate, accommodate or otherwise take into account the effect of such Sustainability Recalculation Event for the period from and after the occurrence of such Sustainability Recalculation Event, and (B) the provisions of this Agreement shall be automatically updated to exclude any adjustments for such Key Performance Indicator interpreted on the basis of the provisions in effect and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect applied immediately prior to such Key Performance Indicator; provided that if no Key Performance Indicator appliesSustainability Recalculation Event for a period of not more than 90 days (unless the provisions hereof shall have been amended in accordance herewith or such notice shall have been withdrawn). If, notwithstanding anything to after 90 days following any such notice, the contrary herein consent of the Borrower, the Administrative Agent, the Sustainability Structuring Agent and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed Required Lenders under Section 11.01 has not been obtained, there will cease to be zeroany Sustainability Rate Adjustment and any Sustainability Commitment Fee Adjustment until such time as the parties hereto can agree upon any such adjustments in accordance with the terms hereof, and during such period, no party to this Agreement shall, without the prior written consent of the Administrative Agent, the Sustainability Structuring Agent and the Borrower, make any public or private representations or description of the credit facility described in this Agreement as a sustainability-linked loan.

Sustainability Adjustments. (a) Following the date on which the Company provides a Pricing Certificate in respect of the most recently ended calendar year (commencing with the calendar year ending December 31, 2022), the Applicable Rate shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to (i) Each in the case of the interest rate spreads, the Sustainability Margin Rate Adjustment and (ii) in the case of the commitment fees, the Sustainability Commitment Fee Adjustment, in each case, as set forth in such Pricing Certificate. For purposes of the foregoing, (A) the Sustainability Rate Adjustment and the Sustainability Facility Commitment Fee Adjustment shall be effective on applied as of the fifth Business Day (such day, the “Sustainability Pricing Adjustment Date”) following receipt by the Administrative Agent of a Pricing Certificate delivered pursuant to Section 5.01(d), based upon the KPI Metrics and the calculations of the Sustainability Rate Adjustment Date and the Sustainability Commitment Fee Adjustment set forth in such Pricing Certificate, and (iiB) each change in the Applicable Margin and the Facility Fee Rate resulting from the delivery of a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next Sustainability Pricing Adjustment Date (or, in the event the Company fails to deliver a Pricing Certificate in accordance with Section 5.01(d), the last day such Sustainability Adjustment DatePricing Certificate could have been delivered pursuant to such Section). (b) For the avoidance of doubt, the Sustainability It is understood and agreed only one Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar year. It is further understood and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate will never be reduced or increased by more than [Redacted](i) in the case of the interest rate spreads, 0.050% and (ii) in each the case of the commitment fees, 0.010% pursuant to the Sustainability Margin Rate Adjustment or and the Sustainability Facility Commitment Fee Adjustment, as applicablerespectively, during any calendar year (and that at no time shall the “Maximum Adjustment”)Applicable Rate, whether with respect to the interest rate spreads or the commitments fees, be reduced below zero. For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Rate Adjustment or any adjustment to and the Facility Fee Rate due to a Sustainability Facility Commitment Fee Adjustment in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (c) If In the event the Company fails to provide deliver a Pricing Certificate in accordance with Section 5.01(d) with respect to a particular calendar year, the Lead Sustainability Structuring Rate Adjustment will be positive 0.050% and the Sustainability Commitment Fee Adjustment will be positive 0.010%, commencing on the last day such Pricing Certificate could have been delivered pursuant to such Section and continuing until the Company delivers a Pricing Certificate to the Administrative Agent for the applicable calendar year. (d) If (i)(A) any Lender becomes aware of any material inaccuracy in the Sustainability Rate Adjustment, the Sustainability Commitment Fee Adjustment or the KPI Metrics as reported in a Pricing Certificate (any such material inaccuracy, a “Pricing Certificate Inaccuracy”) and such Lender delivers, not later than 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 provided to each Lender and the Company), or (B) the Company becomes aware of a Pricing Certificate Inaccuracy and the Company and the Administrative Agent with shall mutually agree that there was a Pricing Certificate Inaccuracy at the time of delivery of a Pricing Certificate, and (ii) a proper calculation of the Sustainability Pricing Certificate Rate Adjustment, the Sustainability Commitment Fee Adjustment or one or more of the KPI Metrics would have resulted in an increase in the Applicable Rate for any calendar year within the timeframe indicated in Section 6.2period, the Applicable Margin Company shall be increased obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by [Redacted] the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company under the Bankruptcy Code (or any comparable event under bankruptcy or insolvency laws of any other jurisdiction), automatically and without further action by the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submittedAdministrative Agent or any Lender), commencing on the Sustainability Adjustment Date and continuing until five but in any event within 10 Business Days following the date on which after the Company submits another Sustainability has received written notice of (in the case of clause (A) above), or has agreed in writing that there was (in the case of clause (B) above), a Pricing Certificate Inaccuracy, an amount equal to the excess of (1) the amount of interest and commitment fees that should have been paid for such Key Performance Indicator period over (or if no 2) the amount of interest and commitment fees actually paid for such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, that it period. It is understood and agreed that any Pricing Certificate Inaccuracy shall not constitute a Default or Event of Default; provided, that, the Applicable Margin Company complies with the terms of this Section 2.20 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 the Company under the Bankruptcy Code (or any comparable event under bankruptcy or insolvency laws of any other jurisdiction), (a) any additional amounts required to be paid pursuant to the immediately preceding paragraph shall not be due and payable until the Facility Fee Rateearlier to occur of (i) a written demand is made for such payment by the Administrative Agent in accordance with such paragraph or (ii) 10 Business Days after the Company has received written notice of (in the case of clause (A) above), as applicableor has agreed in writing that there was (in the case of clause (B) above), will never a Pricing Certificate Inaccuracy (such date, the “Certificate Inaccuracy Payment Date”), (b) any nonpayment of such additional amounts prior to the Certificate Inaccuracy Payment Date shall not constitute a Default (whether retroactively or otherwise) and (c) none of such additional amounts shall be increased by more than deemed overdue prior to the Maximum AdjustmentCertificate Inaccuracy Payment Date or shall accrue interest at the default rate pursuant to Section 2.10(d) prior to the Certificate Inaccuracy Payment Date. (de) Each party hereto hereby agrees that neither the Administrative Sustainability Structuring Agent nor the Sustainability Structuring Agents Administrative Agent shall have any responsibility for (or liability any Liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company of any Sustainability Applicable Rate Adjustment or any Sustainability Commitment Fee Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (ef) In If a Sustainability Recalculation Event shall have occurred after the event Closing Date, upon the written request of a Regulatory Change in relation to any Key Performance Indicatorthe Company or the Required Lenders, the Company Required Lenders and the Lead Sustainability Structuring Agent Company shall negotiate in good faith, by no later than 60 days following the effective date of such Regulatory Change any necessary amendment, modification or other supplement faith to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on amend the Sustainability Performance Thresholds. Such amendmentTable, modification or other supplement, shall require including the consent and approval of the Company, the Lead Sustainability Structuring Agent KPI Metrics Targets and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object KPI Metrics Thresholds set forth therein, to the extent implicated by such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator Recalculation Event and, notwithstanding anything to the contrary hereinin Section 9.02, for all purposes hereunderany such amendment may be effected by an agreement in writing entered into by the Company, the Administrative Agent and the Required Lenders; provided that (i) prior to the effectiveness of any such amendment, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator Table, the KPI Metrics Targets and the KPI Metrics Thresholds then set forth in this Agreement shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator remain in the Sustainability Pricing Certificate, effect and (ii) for the Maximum Adjustment shall be automatically updated to exclude any adjustments for avoidance of doubt, no such Key Performance Indicator and amendment may increase or decrease (iiiif such increase or decrease would have the effect of reducing the Applicable Rate) the Bonus Sustainability Margin percentages set forth in the definition of the terms GHG Emissions Commitment Fee Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator appliesAmount, notwithstanding anything to the contrary herein and for all purposes hereunder Renewable Electricity Percentage Commitment Fee Adjustment Amount, the Bonus Sustainability Margin GHG Emissions Rate Adjustment shall be deemed to be zeroAmount or the Renewable Electricity Percentage Rate Adjustment Amount, in each case, without the prior written consent thereto of each Lender.

Sustainability Adjustments. (a) Following the date on which the Borrower provides a Pricing Certificate pursuant to Section 6.14(a) in respect of its most recently ended Annual Period, the Applicable Margin (iincluding for purposes of determining the Commitment Fee) Each shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Margin Adjustment as set forth in such Pricing Certificate. For purposes of the foregoing, (A) the Sustainability Margin Adjustment shall be determined as of the fifth (5th) Business Day following receipt by the Administrative Agent of a Pricing Certificate based upon the KPI Metrics set forth in such Pricing Certificate and the calculation of the Sustainability Margin Adjustment and therein (such day, the “Sustainability Facility Fee Pricing Adjustment shall be effective on the Sustainability Adjustment Date Date”) and (iiB) each change in the Applicable Margin and (including for purposes of determining the Facility Fee Rate Commitment Fee) resulting from a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment DateDate (or, in the case of non-delivery of a Pricing Certificate, the last day such Pricing Certificate could have been delivered pursuant to Section 6.14(a)); provided that if any Sustainability Pricing Adjustment Date shall occur before the last day of an Interest Period, no change to the Applicable Margin as a result of the Sustainability Margin Adjustment shall be effective for purposes of Section 2.6 until the first day of the immediately succeeding Interest Period. (b) For the avoidance of doubt, the Sustainability it is understood and agreed that (i) only one Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar year. It is further understood and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate will never be reduced or increased by more than [Redacted]Annual Period, in each case pursuant to the (ii) any Sustainability Margin Adjustment or the Sustainability Facility Fee Adjustment, as applicable, during any calendar year (the “Maximum Adjustment”). For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment or any adjustment to the Facility Fee Rate due to a Sustainability Facility Fee Adjustment in any calendar year shall be iterative and shall not be cumulative year-over-year. Each applicable adjustment shall only apply until year and (iii) Sustainalytics delivered a second party opinion to the date Borrower on which the next adjustment is due to take placeAugust 17, 2021. (c) If It is hereby understood and agreed that if no Pricing Certificate is delivered by the Company fails Borrower within the period set forth in Section 6.14(a), the Sustainability Margin Adjustment will be positive five (5) basis points, commencing on the last day such Pricing Certificate could have been delivered pursuant to provide the Lead Sustainability Structuring Agent terms of Section 6.14(a) and continuing until the Borrower delivers a Pricing Certificate to the Administrative Agent with and a new Applicable Margin is determined pursuant to Section 2.13(a) above and, pending delivery of a Pricing Certificate no Default or Event of Default shall occur in relation to the failure to deliver such Pricing Certificate. (d) If (i)(A) any of the Borrower or any Lender becomes aware of any material inaccuracy in the Sustainability Margin Adjustment or the KPI Metrics as reported on the applicable Pricing Certificate (a “Pricing Certificate Inaccuracy”) and, not later than thirty (30) Business Days after obtaining knowledge thereof delivers a written notice to the Administrative Agent describing such Pricing Certificate Inaccuracy in reasonable detail (who shall furnish a copy to each of the Lenders and the Borrower) or (B) the Borrower and the Lenders agree that there was a Pricing Certificate Inaccuracy at the time of delivery of the relevant Pricing Certificate and (ii) a proper calculation of the Sustainability Margin Adjustment or the KPI Metrics would have resulted in an increase in the Applicable Margin and the Commitment Fee for such period, then the Borrower shall be obligated to pay to the Administrative Agent for the account of the Lenders, promptly on demand by the Administrative Agent (acting at the direction of the Required Lenders) (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under any Debtor Relief Law, automatically and without further action by the Administrative Agent or any Lender), but in no event less than ten (10) Business Days after the Borrower has received written notice of, or has agreed in writing that there was, a Pricing Certificate Inaccuracy, an amount equal to: (x) the excess of the amount of interest and fees that should have been paid for such period over (y) the amount of interest and fees actually paid for such period (the “True-Up Amount”). If the Borrower becomes aware of any Pricing Certificate Inaccuracy and, in connection therewith, if a proper calculation of the Sustainability Margin Adjustment or the KPI Metrics would have resulted in a decrease in the Applicable Margin and the Commitment Fee for such period, then, upon receipt by the Administrative Agent of notice from the Borrower of such Pricing Certificate Inaccuracy (which notice shall include corrections to the calculations of the Sustainability Margin Adjustment or the KPI Metrics, as applicable), commencing on the Business Day following receipt by the Administrative Agent of such notice, the Applicable Margin and the Commitment Fee shall be adjusted to reflect the corrected calculations of the Sustainability Margin Adjustment or the KPI Metrics, as applicable. (e) To the extent any event occurs (which would include, without limitation, a material disposal or material acquisition) which, in the opinion of the Borrower and the Sustainability Structuring Agent, acting reasonably and in good faith, means that one or more of the KPI Metrics is no longer appropriate, then the Borrower and the Sustainability Structuring Agent will report to the Lenders that such KPI will no longer apply in relation to the Loans for any calendar year within the timeframe indicated remainder of the Facilities. In such a scenario, the Borrower will then cease to refer to the applicable KPI Metrics in Section 6.2, the Pricing Certificate for such period and the Applicable Margin shall be increased by [Redacted] and adjusted to reflect the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a corrected calculations of such KPI Metric has not been submitted, commencing on Metrics. (f) To the extent the Sustainability Adjustment Date and continuing until five Business Days following Structuring Agent ceases to be a Lender, the date on which Borrower undertakes to use reasonable endeavors to seek to appoint another entity that is a Lender to fulfil the Company submits another role of Sustainability Pricing Certificate for such Key Performance Indicator Structuring Agent. (or if no such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, that it g) It is understood and agreed that any Pricing Certificate Inaccuracy shall not constitute a Default or Event of Default under this Agreement, provided that the Applicable Margin Borrower complies with the terms of this Section 2.13 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 the Borrower under any Debtor Relief Law, (i) any additional amounts required to be paid pursuant to clause (d) above shall not be due and payable until a written demand is made for such payment by the Facility Fee RateAdministrative Agent in accordance with clause (d) above, as applicable(ii) any nonpayment of such additional amounts prior to such demand for payment by Administrative Agent shall not constitute a Default (whether retroactively or otherwise), will never and (iii) none of such additional amounts shall be increased by more than deemed overdue prior to such a demand or shall accrue interest at the Maximum AdjustmentDefault Rate prior to such a demand. (dh) Each party hereto hereby agrees that neither the The Administrative Agent nor the and Sustainability Structuring Agents Agent shall not have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company Borrower of any Sustainability Applicable Rate Margin Adjustment (or for the KPI Metrics or any of the other data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report Pricing Certificate, or for evaluating or determining any Sustainability Pricing Certificate Inaccuracy (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively conclusively, and shall not incur any liability in so relying, on any such certificatecertificate or related notice, without further inquiry). (e) In the event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following the effective date of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zero.

Sustainability Adjustments. (a) Following the date on which the Borrower provides a Pricing Certificate in respect of the most recently ended fiscal year, the Applicable Rate shall be decreased (ior not decreased) Each pursuant to the Sustainability Applicable Rate Adjustment Amount as set forth in such Pricing Certificate; provided, that in no event will the Applicable Margin be reduced to less than zero as a result of the Sustainability Margin Rate Adjustment Amount. For purposes of the foregoing, the Sustainability Applicable Rate Adjustment Amount shall be determined as of the fifth Business Day following receipt by the Administrative Agent of a Pricing Certificate delivered pursuant to Section 7.02(f) based upon the KPI Metric set forth in such Pricing Certificate and the Sustainability Facility Fee Adjustment shall be effective on calculations of the Sustainability Applicable Rate Adjustment Date Amount therein (such day, the “Sustainability Pricing Adjustment Date”) and (iiB) each change in the Applicable Margin and the Facility Fee Rate resulting from a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment DateDate (or, in the case of non-delivery of a Pricing Certificate, the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 7.02(f)). (b) For the avoidance of doubt, the Sustainability only one Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar fiscal year. It is further understood and agreed that the Applicable Margin Rate will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate will never be reduced or increased by more than [Redacted], in each case one basis points (0.01%) pursuant to the Sustainability Margin Applicable Rate Adjustment or Amount from the Sustainability Facility Fee Adjustment, as applicable, Applicable Rate that would have applied in the absence of such adjustment during any calendar year (the “Maximum Adjustment”)fiscal year. For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment or any adjustment to Rate by reason of meeting the Facility Fee Rate due to a Sustainability Facility Fee Adjustment KPI Metric in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due delivered or able to take placebe delivered pursuant to Section 7.02(f). (c) It is hereby understood and agreed that if no such Pricing Certificate is delivered by the Borrower within the period set forth in Section 7.02(f), the Sustainability Applicable Rate Adjustment Amount will be zero basis points (0.00%) commencing on the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 7.02(f) and continuing until the Borrower delivers a Pricing Certificate to the Administrative Agent. (d) If (i) the Company fails Borrower or any Lender becomes aware of any material inaccuracy in the Sustainability Applicable Rate Adjustment Amount or the KPI Metric as reported in a Pricing Certificate (any such material inaccuracy, a “Pricing Certificate Inaccuracy”) and the Borrower or such Lender delivers, not later than ten (10) Business Days after obtaining knowledge thereof, a written notice to provide the Lead Sustainability Structuring Agent and the Administrative Agent describing such Pricing Certificate Inaccuracy in reasonable detail (which description shall be shared with each Lender and the Borrower), or (ii) the Borrower and the Lenders agree that there was a Pricing Certificate Inaccuracy at the time of delivery of a Pricing Certificate, then, in each case, as applicable, (A) if a proper calculation of the Sustainability Applicable Rate Adjustment Amount or the KPI Metric would have resulted in no change in the Applicable Rate for such period, the Borrower shall be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, 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 non-U.S. Debtor Relief Laws), automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), but in any event within ten (10) Business Days after the Borrower has received written notice of, or has agreed in writing that there was, a Pricing Certificate or one or more Inaccuracy, an amount equal to the excess of (x) the amount of interest and fees that should have been paid for such period over (y) the amount of interest and fees actually paid for such period and (B) if the Borrower becomes aware of any Pricing Certificate Inaccuracy and, in connection therewith, if a proper calculation of the Sustainability Applicable Rate Adjustment Amount or the KPI Metrics Metric would have resulted in a decrease in the Applicable Rate for any calendar year within period, then, upon receipt by the timeframe indicated in Section 6.2Administrative Agent of notice from the Borrower of such Pricing Certificate Inaccuracy (which notice shall include corrections to the calculations of the Sustainability Applicable Rate Adjustment Amount or the KPI Metric, the Applicable Margin shall be increased by [Redacted] and the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submittedas applicable), commencing on the first (1st) Business Day following receipt by the Administrative Agent of such notice, the Applicable Rate shall be adjusted to reflect the corrected calculations of the Sustainability Applicable Rate Adjustment Date and continuing until five Business Days following Amount or the date on which the Company submits another Sustainability Pricing Certificate for such Key Performance Indicator KPI Metric, as applicable. (or if no such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, that it e) It is understood and agreed that any Pricing Certificate Inaccuracy shall not constitute a Default or Event of Default; provided, that, the Applicable Margin Borrower complies with the terms of Section 2.18(d) 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 a Borrower under the Bankruptcy Code (or any comparable event under non-U.S. Debtor Relief Laws), (i) any additional amounts required to be paid pursuant the immediate preceding clause (d) shall not be due and payable until a written demand is made for such payment by the Facility Fee RateAdministrative Agent in accordance with such clause (d), as applicable, will never (ii) any nonpayment of such additional amounts prior to or upon such demand for payment by Administrative Agent shall not constitute a Default (whether retroactively or otherwise) and (iii) none of such additional amounts shall be increased by more than deemed overdue prior to such a demand or shall accrue interest at the Maximum AdjustmentDefault Rate prior to such a demand. (df) Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability Structuring Agents Agent shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company Borrower of any Sustainability Applicable Rate Adjustment Amount (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (e) In the event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following the effective date of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zero.

Sustainability Adjustments. (a) Following the date on which the Company provides a Pricing Certificate in respect of the most recently ended Fiscal Year, (i) Each of the Applicable Rate Percentage shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Margin Rate Adjustment and the Sustainability Facility Fee Adjustment shall be effective on the Sustainability Adjustment Date and (ii) each change as set forth in such Pricing Certificate in the Applicable Margin manner and the Facility Fee Rate resulting from a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Adjustment Date and ending on the date immediately preceding the next such Sustainability Adjustment Date.at the (b) For the avoidance of doubt, the Sustainability only one Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar yearFiscal Year. It is further understood and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee any Sustainability Rate will never be reduced or increased by more than [Redacted], in each case pursuant to the Sustainability Margin Adjustment or the Sustainability Facility Fee Adjustment, as applicable, during Adjustment made for any calendar year (the “Maximum Adjustment”). For the avoidance of doubt, Applicable Sustainability Pricing Adjustment Period shall only be applicable for such Applicable Sustainability Pricing Adjustment Period and any adjustment increases or reductions to the Applicable Margin due Rate Percentage and Applicable Commitment Fee Percentage, respectively, resulting therefrom shall be reset to a “zero ” following the conclusion of such Applicable Sustainability Margin Pricing Adjustment or any adjustment to the Facility Fee Rate due to a Sustainability Facility Fee Adjustment in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take placePeriod. (c) It is hereby understood and agreed that if no such Pricing Certificate is delivered by the Company within the period set forth in Section 4.17(i), the Sustainability Rate Adjustment will be positive 0.05% and the Sustainability Fee Adjustment will be positive 0.01% (such positive rates, collectively, the “Threshold Adjustment”) commencing on the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 4.17(i) and continuing until the Company delivers a Pricing Certificate to the Administrative Agent. In the event no Pricing Certificate is delivered for a Fiscal Year by June 15th of such year, the Sustainability Rate Adjustment and Sustainability Fee Adjustment for such Fiscal Year shall be the Threshold Adjustment. (d) If (i)(A) the Company or any Lender becomes aware of any material inaccuracy in the Sustainability Rate Adjustment, the Sustainability 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 the Company), or (B) the Company 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 Sustainability Rate Adjustment, the Sustainability Fee Adjustment or the KPI Metrics would have resulted in an increase in the Applicable Rate Percentage and the Applicable Commitment Fee Percentage for any period, the Company shall be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, 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 non-U.S. debtor relief laws), automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), but in any event within ten (10) Business Days after the Company has received written notice of, or has agreed in writing that there was a Pricing Certificate Inaccuracy, 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. If the Company fails to provide becomes aware of any Pricing Certificate Inaccuracy and, in connection therewith, if a proper calculation of the Lead Sustainability Structuring Agent Rate Adjustment, the Sustainability Fee Adjustment or the KPI Metrics would have resulted in a decrease in the Applicable Rate Percentage and the Applicable Commitment Fee Percentage for any period, then, upon receipt by the Administrative Agent with of notice from the Company of such Pricing Certificate Inaccuracy (which notice shall include corrections to the calculations of the Sustainability Pricing Certificate Rate Adjustment, the Sustainability Fee Adjustment, or one or more of the KPI Metrics for any calendar year within the timeframe indicated in Section 6.2Metrics, the Applicable Margin shall be increased by [Redacted] and the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submittedas applicable), commencing on the Business Day following receipt by the Administrative Agent of such notice, the Applicable Rate Percentage and the Applicable Commitment Fee Percentage shall be adjusted to reflect the corrected calculations of the Sustainability Rate Adjustment, the Sustainability Fee Adjustment Date or the KPI Metrics, as applicable. Notwithstanding the foregoing or anything to the contrary herein, any information in a Pricing Certificate shall be deemed to be not materially inaccurate (and continuing until five Business Days following no Pricing Certificate Inaccuracy shall be deemed to have occurred in respect thereof), and any calculation of the date on which Sustainability Rate Adjustment, the Sustainability Fee Adjustment or the KPI Metrics shall be deemed proper, and in each case shall not implicate this Section 4.17(d), if such information or calculation was made by the Company submits another Sustainability Pricing Certificate for in good faith based on information reasonably available to the Company at the time such Key Performance Indicator calculation was made. (or if no such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, that it e) It is understood and agreed that any Pricing Certificate Inaccuracy (and any consequences thereof) shall not constitute a Default or Event of Default; provided, that, the Applicable Margin Company complies with the terms of this Section 4.17(e) 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 a Borrower under the Bankruptcy Code (or any comparable event under non-U.S. debtor relief laws), (i) any additional amounts required to be paid pursuant to the immediately preceding paragraph shall not be due and payable until the Facility Fee Ratedate that is ten (10) Business Days after a written demand is made for such payment by the Administrative Agent in accordance with such paragraph, as applicable, will never be increased by more than the Maximum Adjustment.(ii) any (df) Each party hereto hereby agrees that neither the Administrative Agent nor the any Sustainability Structuring Agents Agent shall have any (i) responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company of any Sustainability Applicable Fee Adjustment or any Sustainability Rate Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report Pricing Certificate or (ii) right to review, audit or otherwise evaluate any calculation by the Company of any Sustainability Fee Adjustment or any Sustainability 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 Lead Sustainability Structuring Agent and the Certificate. The Administrative Agent may rely conclusively on any such certificatePricing Certificate, without further inquiry). In addition, the Company shall have no obligation to disclose any further data, computations or other information to the Administrative Agent, any Sustainability Structuring Agent or any Lender with respect to any KPI Metric, Sustainability Target or Sustainability Threshold. (eg) In To the extent any event occurs (which would include, without limitation, a material disposition or material acquisition) which, in the opinion of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faithAgents, by no later than 60 days following the effective date acting reasonably, means that one or more of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification Targets or other supplement, shall require Sustainability Thresholds set forth in the consent and approval of Sustainability Table is no longer applicable given changes in the Company’s structure, then the Lead Company and the Sustainability Structuring Agent and the Administrative Agent and Agents will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything report to the contrary herein, for all purposes hereunder, the Lenders that such Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zeroTargets and Sustainability Thresholds will no longer apply. In the case such Key Performance Indicator no longer appliesa scenario, (i) the Company will then cease to refer to the applicable Key Performance Indicator KPI Metrics, Sustainability Targets and Sustainability Thresholders in the Pricing Certificate for such period. (h) To the extent a Sustainability Structuring Agent ceases to be a Lender, the Company shall use commercially reasonable efforts to seek to appoint another Person that is a Lender to fulfill the role such Sustainability Structuring Agent. (i) The Company shall use commercially reasonable efforts to deliver to the Administrative Agent a Pricing CertificateCertificate for the most recently ended Fiscal Year (commencing with delivery in 2022 for the Fiscal Year ended in 2021) within thirty (30) days of the release of the annual SASB Aligned Report (but in no event earlier than April 1st of any Fiscal Year); provided that, (ii) unless the Maximum Adjustment Company elects not to deliver a Pricing Certificate for such Fiscal Year, such Pricing Certificate shall be automatically updated to exclude delivered no later than June 15th of any adjustments for Fiscal Year. Any such Key Performance Indicator and (iii) election shall not constitute a Default or Event of Default hereunder, but shall subject the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything Company to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Threshold Adjustment shall be deemed to be zerodescribed in Section 4.17(c) above.

Sustainability Adjustments. (a) Following the date on which Borrower provides a Pricing Certificate in respect of the most recently ended Reference Year, the Applicable Margin shall be adjusted, as applicable, pursuant to the Sustainability Margin Adjustment as set forth in such Pricing Certificate. For purposes of the foregoing, (i) Each the Sustainability Margin Adjustment shall be determined as of the fifth Business Day following receipt by the Administrative Agent of a Pricing Certificate delivered pursuant to Section 1.7(f) based upon the KPI Metric for the applicable Reference Year set forth in such Pricing Certificate and the calculations of the Sustainability Margin Adjustment, therein (such day, the “Sustainability Pricing Adjustment and the Sustainability Facility Fee Adjustment shall be effective on the Sustainability Adjustment Date Date”) and (ii) each change in the Applicable Margin and the Facility Fee Rate resulting from a Sustainability Pricing Certificate (or the non-delivery or delivery of an incomplete Pricing Certificate) shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment DateDate (or, in the case of non-delivery of a Pricing Certificate, the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 1.7(f)). (b) For the avoidance of doubt, the Sustainability only one Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar yearReference Year. It is further understood and agreed that the LIBOR Applicable Margin and the Base Rate Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate will never be reduced or increased by more than [Redacted], in each case 0.01% pursuant to the Sustainability Margin Adjustment or the Sustainability Facility Fee Adjustment, as applicable, during any calendar year (the “Maximum Adjustment”)year. For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment or any adjustment by reference to the Facility Fee Rate due to a Sustainability Facility Fee Adjustment KPI Metric Target in any calendar year Reference Year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (c) It is hereby understood and agreed that if no such Pricing Certificate is delivered, or any Pricing Certificate shall be incomplete and fail to include the KPI Metric for the applicable Reference Year, within the period set forth in Section 1.7(f), the Sustainability Margin Adjustment will be made to the Applicable Margin commencing on the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 1.7(f). (d) If (i)(A) the Company fails Borrower or any Lender becomes aware of any material inaccuracy in the Sustainability Margin Adjustment, the KPI Metric 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 provide the Lead Sustainability Structuring Agent and the Administrative Agent describing such Pricing Certificate Inaccuracy in reasonable detail (which description shall be shared with each Lender and the Borrower), or (B) the Borrower 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 Sustainability Pricing Certificate or one or more of Margin Adjustment, the KPI Metrics for any calendar year within the timeframe indicated Metric would have resulted in Section 6.2, no adjustment to the Applicable Margin for any period, the Borrower shall be increased obligated to pay to the Administrative Agent for the account of the applicable Lenders, as the case may be, promptly on demand by [Redacted] the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under any Debtor Relief Laws, automatically and without further action by the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submittedAdministrative Agent, commencing on the Sustainability Adjustment Date and continuing until five any Lender), but in any event within ten (10) Business Days following after the date on which the Company submits another Sustainability Borrower has received written notice of, or has agreed in writing that there was, a Pricing Certificate Inaccuracy, an amount equal to the excess of (1) the amount of interest and fees that should have been paid for such Key Performance Indicator period over (or if no 2) the amount of interest and fees actually paid for such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, that it period. It is understood and agreed that any Pricing Certificate Inaccuracy shall not constitute a Default or Event of Default or otherwise result in the Applicable Margin failure of any condition precedent to any advance or the issuance of any Letter of Credit; provided, that, the Borrower complies with the terms of this Section 1.7(d) 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 the Borrower under any Debtor Relief Laws, (a) any additional amounts required to be paid pursuant to the immediate preceding paragraph shall not be due and payable until a written demand is made for such payment by the Facility Fee RateAdministrative Agent in accordance with such paragraph, as applicable, will never (b) any nonpayment of such additional amounts prior to or concurrently with such demand for payment by the Administrative Agent shall not constitute a Default (whether retroactively or otherwise) and (c) none of such additional amounts shall be increased by more than deemed overdue prior to such a demand or shall accrue interest at the Maximum Adjustmentdefault rate pursuant to Section 2.14 prior to such a demand. (de) Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability Structuring Agents shall have any no responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company Borrower of any Sustainability Applicable Rate Margin Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (ef) In the As soon as available and in any event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 within 90 days following the effective date end of such Regulatory Change any necessary amendmenteach calendar year (commencing with the calendar year ending December 31, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company2021), the Lead Sustainability Structuring Borrower may deliver a Pricing Certificate to the Administrative Agent (and the Administrative Agent shall promptly provide a copy to each Lender) for the most recently-ended Reference Year; provided, that, for any Reference Year the Borrower may elect not to deliver a Pricing Certificate, and will take effect such election shall not constitute a Default or Event of Default (but such failure to so long deliver a Pricing Certificate by the end of such 90-day period shall result in the Sustainability Margin Adjustment being applied as Lenders constituting Required Lenders do not object set forth in Section 1.7(c)). Subject to such changes within five Business Days after receiving the provisions of Section 1.7(b), the Borrower may, at its election exercisable by delivering written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object adjust the Reference Year and the timing of delivery of the Pricing Certificate in a manner intended to such agreement within five Business Days after maintain consistency with the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zeroforegoing.

Sustainability Adjustments. (a) Following the date on which Borrower provides a Pricing Certificate in respect of the most recently ended calendar year, commencing with the calendar year ended December 31, 2025, (i) Each the Applicable Margin shall be increased or decreased (or not adjusted), as applicable, pursuant to the Sustainability Margin Adjustment as set forth in such Pricing Certificate and (ii) the Facility Fee shall be increased or decreased (or not adjusted), as applicable, pursuant to the Sustainability Facility Fee Adjustment as set forth in such Pricing Certificate. For purposes of the foregoing, (A) the Sustainability Margin Adjustment and the Sustainability Facility Fee Adjustment shall be effective on determined and applied as of the fifth Banking Day following receipt by the Administrative Agent of a Pricing Certificate delivered pursuant to Section 1.08(f) based upon the KPI Metric set forth in such Pricing Certificate and the calculations of the Sustainability Margin Adjustment Date and the Sustainability Facility Fee Adjustment therein (such day, the “Sustainability Pricing Adjustment Date”) and (iiB) each change in the Applicable Margin and the Facility Fee Rate resulting from a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment DateDate (or, in the case of non-delivery of a Pricing Certificate, the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 1.08(f)). (b) For the avoidance of doubt, the Sustainability only one Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar year. It is further understood and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] 0.04% and the Facility Fee Rate will never be reduced or increased by more than [Redacted]0.01%, in each case pursuant to the Sustainability Margin Adjustment or and the Sustainability Facility Fee Adjustment, as applicablerespectively, during any calendar year (the “Maximum Adjustment”)year. For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment or any adjustment to the Facility Fee Rate due to a Sustainability Facility Fee Adjustment by reason of meeting the KPI Metric in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (c) It is hereby understood and agreed that if no such Pricing Certificate is delivered by Borrower with regard to a particular calendar year within the period set forth in Section 1.08(f), the Sustainability Margin Adjustment will be positive 0.04% and the Sustainability Facility Fee Adjustment will be positive 0.01% commencing on the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 1.08(f) and continuing until Borrower delivers a Pricing Certificate to the Administrative Agent for the applicable calendar year. (d) If (i)(A) any Bank becomes aware of any material inaccuracy in the Company fails Sustainability Margin Adjustment, the Sustainability Facility Fee Adjustment or the KPI Metric as reported in a Pricing Certificate (any such material inaccuracy, a “Pricing Certificate Inaccuracy”) and such Bank delivers, not later than 10 Banking Days after obtaining knowledge thereof, a written notice to provide the Lead Sustainability Structuring Administrative Agent describing such Pricing Certificate Inaccuracy in reasonable detail (which description shall be shared with each Bank and the Borrower), or (B) the Borrower becomes aware of a Pricing Certificate Inaccuracy and the Borrower and the Administrative Agent with shall mutually agree that there was a Pricing Certificate Inaccuracy at the time of delivery of a Pricing Certificate, and (ii) in either case, a proper calculation of the Sustainability Pricing Certificate Margin Adjustment, the Sustainability Facility Fee Adjustment or one or more of the KPI Metrics Metric would have resulted in no adjustment or an increase in the Applicable Margin or Facility Fee for any calendar year within period, (x) commencing on the timeframe indicated in Section 6.2fifth Banking Day following delivery of a corrected Sustainability Certificate to the Administrative Agent, the Applicable Margin and Facility Fee shall be increased by [Redacted] adjusted to reflect such corrected calculations of the Sustainability Margin Adjustment and the Sustainability Facility Fee Rate Adjustment and (y) the Borrower shall be increased obligated to pay to the Administrative Agent for the account of the applicable Banks or the applicable Fronting Banks, as the case may be, promptly on demand by [Redacted] the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for each applicable Key Performance Indicator relief with respect to any Borrower under the Bankruptcy Code (or any comparable event under non-U.S. Debtor Relief Laws), automatically and without further action by the Administrative Agent, any Bank or any Fronting Bank), but in any event within 10 Banking Days after the Borrower has received written notice of (in the case of clause (d)(i)(A) above), or has agreed in writing that there was (in the case of clause (d)(i)(B) above), a Pricing Certificate Inaccuracy, an amount equal to the excess of (1) the amount of interest and fees that should have been paid for which such period over (2) the amount of interest and fees actually paid for such period. If Borrower becomes aware of any Pricing Certificate Inaccuracy and, in connection therewith, if a proper calculation of the Sustainability Margin Adjustment, Sustainability Facility Fee Adjustment or the KPI Metric has not been submittedwould have resulted in a decrease in the Applicable Margin or Facility Fee for any period, then, upon receipt by the Administrative Agent of notice from the Borrower of such Pricing Certificate Inaccuracy (which notice shall include corrections to the calculations of the Sustainability Margin Adjustment or the KPI Metric, as applicable), commencing on the 10th Banking Day following receipt by the Administrative Agent of such notice, the Applicable Margin and Facility Fee shall be adjusted (but only with respect to periods commencing after such 10th Banking Day) to reflect the corrected calculations of the Sustainability Margin Adjustment, Sustainability Facility Fee Adjustment Date or the KPI Metric, as applicable, for all periods occurring no sooner than 10 Banking Days after receipt by the Administrative Agent of such notice. For the avoidance of any doubt, the parties agree that any such adjustment to reflect a decrease in the Applicable Margin or Facility Fee for any period shall only be effective on a prospective basis and continuing until five Business Days following shall not require any adjustments to amounts previously paid by the date on which Borrower prior to the Company submits another Sustainability discovery of a Pricing Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, that it Inaccuracy. It is understood and agreed that any Pricing Certificate Inaccuracy shall not constitute a Default or Event of Default or otherwise result in the Applicable Margin failure of any condition precedent to any advance or the issuance of any letter of credit; provided, that, the Borrower complies with the terms of this Section 1.08(d) and Section 6.09(17) with respect to such Pricing Certificate Inaccuracy. Notwithstanding anything to the Facility Fee Ratecontrary herein, as applicableunless such amounts shall be due upon the occurrence of an actual or deemed entry of an order for relief with respect to Borrower under the Bankruptcy Code (or any comparable event under non-U.S. Debtor Relief Laws), will never (a) any additional amounts required to be increased by more than paid pursuant to the Maximum Adjustmentimmediately preceding paragraph shall not be due and payable until 10 Banking Days after the Borrower has received written notice of (in the case of clause (d)(i)(A) above), or has agreed in writing that there was (in the case of clause (d)(i)(B) above), a Pricing Certificate Inaccuracy (such date, the “Certificate Inaccuracy Payment Date”), (b) any nonpayment of such additional amounts prior to the Certificate Inaccuracy Payment Date shall not constitute a Default (whether retroactively or otherwise) and (c) none of such additional amounts shall be deemed overdue prior to the Certificate Inaccuracy Payment Date or shall accrue interest at the Default Rate prior to the Certificate Inaccuracy Payment Date. (de) Each party hereto hereby agrees that neither the Administrative Agent nor the any Sustainability Structuring Agents Agent shall have (x) any duty to ascertain, inquire into or otherwise independently verify any sustainability related information or any other information or materials provided by the Borrower and used in connection with the sustainability provisions of the credit facility described in this Agreement, including with respect to the applicable KPI Metrics nor (y) any responsibility for (or liability in respect of) the completeness or accuracy of such information. Each party hereto hereby agrees that neither the Administrative Agent nor any Sustainability Structuring Agent nor any Lead Arranger shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company Borrower of any Sustainability Applicable Rate Facility Fee Adjustment or any Sustainability Margin Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate or notice as to a Pricing Certificate Inaccuracy (and the Lead Administrative Agent and each Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificatecertificate or notice, without further inquiry). (ef) As soon as available and in any event within 120 days following the end of each calendar year (commencing with the calendar year ending December 31, 2025), Borrower shall deliver a Pricing Certificate to the Administrative Agent (and the Administrative Agent shall promptly provide a copy to each Bank) for the most recently-ended calendar year; provided, that, for any calendar year the Borrower may elect not to deliver a Pricing Certificate, and such election shall not constitute a Default or Event of Default (but such failure to so deliver a Pricing Certificate by the end of such 120-day period shall result in the Sustainability Margin Adjustment and the Sustainability Fee Adjustment being applied as set forth in Section 1.08(c)). In the event (i) Borrower’s fiscal year is changed to a non-calendar year fiscal year or (ii) Borrower elects, in accordance with applicable rules, regulations or guidance of a Regulatory Change the SEC, to disclose its annual sustainability reporting with or following the filing of its quarterly report on Form 10-Q for the second quarter of its fiscal year, Borrower will be permitted to adjust the timing of delivery of the Pricing Certificate at its election to be coordinated with fiscal year and periodic reporting schedule. (g) If, after the date hereof, there occurs any Sustainability Recalculation Event, and either (i) the Borrower notifies the Administrative Agent in relation writing that the Borrower requests an amendment to any Key Performance Indicatorprovision hereof to eliminate, accommodate or otherwise take into account the effect of such Sustainability Recalculation Event, or (ii) the Administrative Agent notifies the Borrower that the Required Banks request an amendment to any provision or provisions hereof for such purpose (it being understood and agreed that any such notice may be given before or after such Sustainability Recalculation Event has occurred), then (A) the Borrower and the Administrative Agent shall negotiate in good faith to amend the provisions hereof to eliminate, accommodate or otherwise take into account the effect of such Sustainability Recalculation Event for the period from and after the occurrence of such Sustainability Recalculation Event, and (B) the provisions of this Agreement shall be interpreted on the basis of the provisions in effect and applied immediately prior to such Sustainability Recalculation Event for a period of not more than 30 days following the date of any such notice (unless the provisions hereof shall have been amended in accordance herewith or such notice shall have been withdrawn). If, after 30 days following the date of any such notice, the Company consent of the Borrower, the Administrative Agent and the requisite Banks under Section 12.02 has not been obtained (provided that adjustments to the KPI Target, KPI Threshold, Standard for Sustainability Reporting and/or Sustainability Table in connection with a Sustainability Recalculation Event shall not be deemed to be an amendment described in clause (1) of Section 12.02), (x) on the one-year anniversary of the date a delivered Pricing Certificate was most recently delivered or due and not delivered, as applicable, the Applicable Margin shall be calculated without regard to this Section 1.08, which Section and related definitions shall have no further force or effect, and (y) thereafter, no party to this Agreement shall make any public or private representations or description of the credit facility described in this Agreement as a sustainability-linked loan. (h) The Borrower reserves the right to adjust the baseline set forth in the Sustainability Table, in consultation with the Lead Sustainability Structuring Agent, in alignment with mandatory regulatory disclosure requirements and/or a new Science-Based Target (SBTi) aligned goal but the Sustainability Table shall maintain the 2.5% annual improvement for each year as the KPI Target and 1% annual improvement for each year as the KPI Threshold, in each case, from the 2019 baseline as so adjusted. In the event that the baseline is so adjusted, the Borrower, the Administrative Agent and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following the effective date of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on amend the Sustainability Performance Thresholds. Such amendmentTable in accordance with the foregoing sentence, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If shall provide the Company, the Lead amended Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything Table to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zeroBanks.

Sustainability Adjustments. (a) Following the date on which Borrower provides a Pricing Certificate in respect of the most recently ended calendar year, commencing with the calendar year ended December 31, 2024, (i) Each the Applicable Margin shall be increased or decreased (or not adjusted), as applicable, pursuant to the Sustainability Margin Adjustment as set forth in such Pricing Certificate and (ii) the Facility Fee shall be increased or decreased (or not adjusted), as applicable, pursuant to the Sustainability Facility Fee Adjustment as set forth in such Pricing Certificate. For purposes of the foregoing, (A) the Sustainability Margin Adjustment and the Sustainability Facility Fee Adjustment shall be effective on determined and applied as of the fifth Banking Day following receipt by the Administrative Agent of a Pricing Certificate delivered pursuant to Section 1.08(f) based upon the KPI Metric set forth in such Pricing Certificate and the calculations of the Sustainability Margin Adjustment, and the Sustainability Facility Fee Adjustment Date therein (such day, the “Sustainability Pricing Adjustment Date”) and (iiB) each change in the Applicable Margin and the Facility Fee Rate resulting from a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment DateDate (or, in the case of non-delivery of a Pricing Certificate, the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 1.08(f)). (b) For the avoidance of doubt, the Sustainability only one Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar year. It is further understood and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] 0.04% and the Facility Fee Rate will never be reduced or increased by more than [Redacted]0.01%, in each case pursuant to the Sustainability Margin Adjustment or and the Sustainability Facility Fee Adjustment, as applicablerespectively, during any calendar year (the “Maximum Adjustment”)year. For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment or any adjustment to the Facility Fee Rate due to a Sustainability Facility Fee Adjustment by reason of meeting the KPI Metric in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (c) It is hereby understood and agreed that if no such Pricing Certificate is delivered by Borrower with regard to a particular calendar year within the period set forth in Section 1.08(f), nothe Sustainability Margin Adjustment will be made to the Applicable Marginpositive 0.04% and the Sustainability Facility Fee Adjustment will be positive 0.01% commencing on the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 1.08(f) and continuing until Borrower delivers a Pricing Certificate to the Administrative Agent for the applicable calendar year. (d) If (i)(A) Borrower or any Bank becomes aware of any material inaccuracy in the Company fails Sustainability Margin Adjustment, the Sustainability Facility Fee Adjustment or the KPI Metric as reported in a Pricing Certificate (any such material inaccuracy, a “Pricing Certificate Inaccuracy”) and, in the case of any Bank, such Bank delivers, not later than 10 Banking Days after obtaining knowledge thereof, a written notice to provide the Lead Sustainability Structuring Administrative Agent describing such Pricing Certificate Inaccuracy in reasonable detail (which description shall be shared with each Bank and the Borrower), or (B) the Borrower and the Banksbecomes aware of a Pricing Certificate Inaccuracy and the Borrower and the Administrative Agent with shall mutually agree that there was a Pricing Certificate Inaccuracy at the time of delivery of a Pricing Certificate, and (ii) in either case, a proper calculation of the Sustainability Pricing Certificate Margin Adjustment, the Sustainability Facility Fee Adjustment or one or more of the KPI Metrics Metric would have resulted in no adjustment toor an increase in the Applicable Margin or Facility Fee for any calendar year within period, (x) commencing on the timeframe indicated in Section 6.2fifth Banking Day following delivery of a corrected Sustainability Certificate to the Administrative Agent, the Applicable Margin and Facility Fee shall be increased by [Redacted] adjusted to reflect such corrected calculations of the Sustainability Margin Adjustment and the Sustainability Facility Fee Rate Adjustment and (y) the Borrower shall be increased obligated to pay to the Administrative Agent for the account of the applicable Banks or the applicable L/C IssuersFronting Banks, as the case may be, promptly on demand by [Redacted] the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for each applicable Key Performance Indicator relief with respect to any Borrower under the Bankruptcy Code (or any comparable event under non-U.S. Debtor Relief Laws), automatically and without further action by the Administrative Agent, any Bank or any L/C IssuerFronting Bank), but in any event within 10 Banking Days after the Borrower has received written notice of (in the case of clause (d)(i)(A) above), or has agreed in writing that there was (in the case of clause (d)(i)(B) above), a Pricing Certificate Inaccuracy, an amount equal to the excess of (1) the amount of interest and fees that should have been paid for which such period over (2) the amount of interest and fees actually paid for such period. If Borrower becomes aware of any Pricing Certificate Inaccuracy and, in connection therewith, if a proper calculation of the Sustainability Margin Adjustment, Sustainability Facility Fee Adjustment or the KPI Metric has not been submittedwould have resulted in a decrease in the Applicable Margin or Facility Fee for any period, then, upon receipt by the Administrative Agent of notice from the Borrower of such Pricing Certificate Inaccuracy (which notice shall include corrections to the calculations of the Sustainability Margin Adjustment or the KPI Metric, as applicable), commencing on the 10th Banking Day following receipt by the Administrative Agent of such notice, the Applicable Margin and Facility Fee shall be adjusted (but only with respect to periods commencing after such 10th Banking Day) to reflect the corrected calculations of the Sustainability Margin Adjustment, Sustainability Facility Fee Adjustment Date and continuing until five Business Days following or the date on which the Company submits another Sustainability Pricing Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate is providedKPI Metric, as applicable., for all periods occurring no sooner than 10 Banking Days after receipt by the subsequent calendar year); provided, that it Administrative It is understood and agreed that any Pricing Certificate Inaccuracy shall not constitute a Default or Event of Default or otherwise result in the Applicable Margin failure of any condition precedent to any advance or the issuance of any letter of credit; provided, that, the Borrower complies with the terms of this Section 1.08(d) and Section 6.09(17) with respect to such Pricing Certificate Inaccuracy. Notwithstanding anything to the Facility Fee Ratecontrary herein, as applicableunless such amounts shall be due upon the occurrence of an actual or deemed entry of an order for relief with respect to Borrower under the Bankruptcy Code (or any comparable event under non-U.S. Debtor Relief Laws), will never (a) any additional amounts required to be increased paid pursuant to the immediateimmediately preceding paragraph shall not be due and payable until a written demand is made for such payment by more than the Maximum AdjustmentAdministrative Agent in accordance with such paragraph10 Banking Days after the Borrower has received written notice of (in the case of clause (d)(i)(A) above), or has agreed in writing that there was (in the case of clause (d)(i)(B) above), a Pricing Certificate Inaccuracy (such date, the “Certificate Inaccuracy Payment Date”), (b) any nonpayment of such additional amounts prior to or concurrently with such demand for payment by Administrative Agentthe Certificate Inaccuracy Payment Date shall not constitute a Default (whether retroactively or otherwise) and (c) none of such additional amounts shall be deemed overdue prior to such a demandthe Certificate Inaccuracy Payment Date or shall accrue interest at the Default Rate prior to such a demandthe Certificate Inaccuracy Payment Date. (de) Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability Structuring Agents Agent shall have (x) any duty to ascertain, inquire into or otherwise independently verify any sustainability related information or any other information or materials provided by the Borrower and used in connection with the sustainability provisions of the credit facility described in this Agreement, including with respect to the applicable KPI Metrics nor (y) any responsibility for (or liability in respect of) the completeness or accuracy of such information. Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability Structuring Agent nor any Lead Arranger shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company Borrower of any Sustainability Applicable Rate Facility Fee Adjustment or any Sustainability Margin Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate or notice as to a Pricing Certificate Inaccuracy (and the Lead Sustainability Structuring Administrative Agent and the Administrative Sustainability Structuring Agent may rely conclusively on any such certificatecertificate or notice, without further inquiry). (ef) As soon as available and in any event within 120 days following the end of each calendar year (commencing with the calendar year ending December 31, 20222024), Borrower mayshall deliver a Pricing Certificate to the Administrative Agent (and the Administrative Agent shall promptly provide a copy to each Bank) for the most recently-ended calendar year; provided, that, for any calendar year the Borrower may elect not to deliver a Pricing Certificate, and such election shall not constitute a Default or Event of Default (but such failure to so deliver a Pricing Certificate by the end of such 120-day period shall result in the Sustainability Margin Adjustment and the Sustainability Fee Adjustment being applied as set forth in Section 1.08(c)). In the event (i) Borrower’s fiscal year is changed to a non-calendar year fiscal year or (ii) Borrower elects, in accordance with applicable rules, regulations or guidance of a Regulatory Change the SEC, to disclose its annual sustainability reporting with or following the filing of its quarterly report on Form 10-Q for the second quarter of its fiscal year, Borrower will be permitted to adjust the timing of delivery of the Pricing Certificate at its election to be coordinated with fiscal year and periodic reporting schedule. (g) If, after the date hereof, there occurs any Sustainability Recalculation Event, and either (i) the Borrower notifies the Administrative Agent in relation writing that the Borrower requests an amendment to any Key Performance Indicatorprovision hereof to eliminate, accommodate or otherwise take into account the Company effect of such Sustainability Recalculation Event, or (ii) the Administrative Agent notifies the Borrower that the Required Banks request an amendment to any provision or provisions hereof for such purpose (it being understood and agreed that any such notice may be given before or after such Sustainability Recalculation Event has occurred), then (A) the Borrower and the Lead Sustainability Structuring Administrative Agent shall negotiate in good faithfaith to amend the provisions hereof to eliminate, by no later than 60 days following the effective date of such Regulatory Change any necessary amendment, modification accommodate or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate otherwise take into account the effect of such Regulatory Change Sustainability Recalculation Event for the period from and after the occurrence of such Sustainability Recalculation Event, and (B) the provisions of this Agreement shall be interpreted on the basis of the provisions in effect and applied immediately prior to such Sustainability Performance ThresholdsRecalculation Event for a period of not more than 30 days following the date of any such notice (unless the provisions hereof shall have been amended in accordance herewith or such notice shall have been withdrawn). Such amendmentIf, modification or other supplementafter 30 days following the date of any such notice, shall require the consent and approval of the CompanyBorrower, the Lead Administrative Agent and the requisite Banks under Section 12.02 has not been obtained (provided that adjustments to the KPI Target, KPI Threshold, Standard for Sustainability Reporting and/or Sustainability Table in connection with a Sustainability Recalculation Event shall not be deemed to be an amendment described in clause (1) of Section 12.02), (x) on the one-year anniversary of the date a delivered Pricing Certificate was most recently delivered or due and not delivered, as applicable, the Applicable Margin shall be calculated without regard to this Section 1.08, which Section and related definitions shall have no further force or effect, and (y) thereafter, no party to this Agreement shall make any public or private representations or description of the credit facility described in this Agreement as a sustainability-linked loan. (h) The Borrower reserves the right to adjust the baseline set forth in the Sustainability Table, in consultation with the Sustainability Structuring Agent, in alignment with mandatory regulatory disclosure requirements and/or a new Science-Based Target (SBTi) aligned goal but the Sustainability Table shall maintain the 2.5% annual improvement for each year as the KPI Target and 1% annual improvement for each year as the KPI Threshold, in each case, from the 2022 baseline as so adjusted. In the event that the baseline is so adjusted, the Borrower, the Administrative Agent and the Sustainability Structuring Agent shall amend the Sustainability Table in accordance with the foregoing sentence, and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If shall provide the Company, the Lead amended Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything Table to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zeroBanks.

Sustainability Adjustments. (a) After the Fourth Amendment Effective Date, the Borrowers, in consultation with the Sustainability Coordinator, shall be entitled to establish specified Key Performance Indicators (“KPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Company and its Subsidiaries. The Sustainability Coordinator and the Borrowers may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement, with the written consent of each Lender and each Issuing Bank directly and adversely affected thereby. Upon effectiveness of any such ESG Amendment, based on the Company’s performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Unused Line Fee Rate, Applicable Margin for U.S. Base Rate Loans, Canadian Base Rate Loans and Canadian Prime Rate Loans, and Applicable Margin for LIBO Rate Loans and CDOR Rate Loans will be made; provided that the amount of such adjustments shall not exceed (i) Each a 0.05% increase and/or a 0.05% decrease in the otherwise applicable Applicable Margin for LIBO Rate Loans and CDOR Rate Loans, in each case, determined based upon the applicable rating on the effective date of the ESG Amendment, and the adjustments to the Applicable Margin for U.S. Base Rate Loans, Canadian Base Rate Loans and Canadian Prime Rate Loans shall be the same amount, in basis points, as the adjustments to the Applicable Margin for LIBO Rate Loans and CDOR Rate Loans or (ii) a 0.01% increase and/or a 0.01% decrease in the otherwise applicable unused commitment fee payable pursuant to Section 2.05(a). The pricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the measurement of the KPI’s in a manner that is aligned with the Sustainability Margin Adjustment Linked Loan Principles and is to be agreed between the Borrowers and the Sustainability Facility Fee Adjustment shall be effective on Coordinator (each acting reasonably). Following the Sustainability Adjustment Date and (ii) each change in effectiveness of the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of reducing the unused commitment fee payable pursuant to Section 2.05(a), the Applicable Margin for U.S. Base Rate Loans, Canadian Base Rate Loans and the Facility Fee Canadian Prime Rate resulting from Loans or Applicable Margin for LIBO Rate Loans and CDOR Rate Loans to a Sustainability Pricing Certificate level not otherwise permitted by this paragraph shall be effective during subject only to the period commencing on and including consent of the applicable Sustainability Adjustment Date and ending on the date immediately preceding the next such Sustainability Adjustment DateRequired Lenders. (b) For The Sustainability Coordinator will (i) assist the avoidance of doubt, Borrowers in determining the Sustainability ESG Pricing Certificate may Provisions in connection with the ESG Amendment and (ii) assist the Borrowers in preparing informational materials focused on ESG to be delivered only once (as to any given Key Performance Indicator) used in respect of any calendar year. It is further understood and agreed that connection with the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate will never be reduced or increased by more than [Redacted], in each case pursuant to the Sustainability Margin Adjustment or the Sustainability Facility Fee Adjustment, as applicable, during any calendar year (the “Maximum Adjustment”). For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment or any adjustment to the Facility Fee Rate due to a Sustainability Facility Fee Adjustment in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take placeESG Amendment. (c) If the Company fails to provide the Lead Sustainability Structuring Agent and the Administrative Agent with the Sustainability Pricing Certificate or one or more of the KPI Metrics for This Section shall supersede any calendar year within the timeframe indicated provisions in Section 6.2, the Applicable Margin shall be increased by [Redacted] and the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submitted, commencing on the Sustainability Adjustment Date and continuing until five Business Days following the date on which the Company submits another Sustainability Pricing Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, that it is understood and agreed that the Applicable Margin and the Facility Fee Rate, as applicable, will never be increased by more than the Maximum Adjustment. (d) Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability Structuring Agents shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company of any Sustainability Applicable Rate Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (e) In the event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following the effective date of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything 13.12 to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zerocontrary.

Sustainability Adjustments. (a) Following the date on which the Company provides a Pricing Certificate in respect of the most recently ended Fiscal Year, (i) Each the Applicable Rate Percentage shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Rate Adjustment as set forth in such Pricing Certificate in the manner and at the times described in this Section 4.17 (but in no event shall any adjustment result in the Applicable Rate Percentage being less than 0.00%) and (ii) the Applicable Commitment Fee Percentage shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Fee Adjustment as set forth in such Pricing Certificate in the manner and at the times described in this Section 4.17 (but in no event shall any adjustment result in the Applicable Commitment Fee Percentage being less than 0.00%). For purposes of the foregoing, (A) the Sustainability Margin Rate Adjustment and the Sustainability Facility Fee Adjustment shall not be applicable for the relevant Fiscal Year unless (i) at least two of the three KPI Metrics are equal to or more than the applicable Sustainability Target set forth in the Sustainability Table and no KPI Metric is less than the applicable Sustainability Threshold set forth in the Sustainability Table or (ii) at least two of the three KPI Metrics are less than the applicable Sustainability Threshold set forth in the Sustainability Table and no KPI Metric is equal to or more than the applicable Sustainability Target set forth in the Sustainability Table, (B) each of the Sustainability Rate Adjustment and the Sustainability Fee Adjustment shall be effective on as of the fifth (5th) Business Day following receipt by the Administrative Agent of a Pricing Certificate delivered pursuant to Section 4.17(i) based upon the KPI Metrics set forth in such Pricing Certificate and the calculations of the Sustainability Rate Adjustment Date and the Sustainability Fee Adjustment, as applicable, therein (such day, the “Sustainability Pricing Adjustment Date”) and (iiC) each change in the Applicable Margin Rate Percentage and the Facility Applicable Commitment Fee Rate Percentage resulting from a Sustainability Pricing Certificate and the Sustainability Rate Adjustment and the Sustainability Fee Adjustment related thereto shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment DateDate (or, in the case of non-delivery of a Pricing Certificate for the immediately following period, the last day such Pricing Certificate for such following period could have been delivered pursuant to the terms of Section 4.17(i)) (any such period, an “Applicable Sustainability Pricing Adjustment Period”). (b) For the avoidance of doubt, the Sustainability only one Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar yearFiscal Year. It is further understood and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee any Sustainability Rate will never be reduced or increased by more than [Redacted], in each case pursuant to the Sustainability Margin Adjustment or the Sustainability Facility Fee Adjustment, as applicable, during Adjustment made for any calendar year (the “Maximum Adjustment”). For the avoidance of doubt, Applicable Sustainability Pricing Adjustment Period shall only be applicable for such Applicable Sustainability Pricing Adjustment Period and any adjustment increases or reductions to the Applicable Margin due Rate Percentage and Applicable Commitment Fee Percentage, respectively, resulting therefrom shall be reset to a “zero” following the conclusion of such Applicable Sustainability Margin Pricing Adjustment or any adjustment to the Facility Fee Rate due to a Sustainability Facility Fee Adjustment in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take placePeriod. (c) It is hereby understood and agreed that if no such Pricing Certificate is delivered by the Company within the period set forth in Section 4.17(i), the Sustainability Rate Adjustment will be positive 0.05% and the Sustainability Fee Adjustment will be positive 0.01% (such positive rates, collectively, the “Threshold Adjustment”) commencing on the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 4.17(i) and continuing until the Company delivers a Pricing Certificate to the Administrative Agent. In the event no Pricing Certificate is delivered for a Fiscal Year by June 15th of such year, the Sustainability Rate Adjustment and Sustainability Fee Adjustment for such Fiscal Year shall be the Threshold Adjustment. (d) If (i)(A) the Company or any Lender becomes aware of any material inaccuracy in the Sustainability Rate Adjustment, the Sustainability 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 the Company), or (B) the Company 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 Sustainability Rate Adjustment, the Sustainability Fee Adjustment or the KPI Metrics would have resulted in an increase in the Applicable Rate Percentage and the Applicable Commitment Fee Percentage for any period, the Company shall be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable L/C Issuers, 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 non-U.S. debtor relief laws), automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), but in any event within ten (10) Business Days after the Company has received written notice of, or has agreed in writing that there was a Pricing Certificate Inaccuracy, 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. If the Company fails to provide becomes aware of any Pricing Certificate Inaccuracy and, in connection therewith, if a proper calculation of the Lead Sustainability Structuring Agent Rate Adjustment, the Sustainability Fee Adjustment or the KPI Metrics would have resulted in a decrease in the Applicable Rate Percentage and the Applicable Commitment Fee Percentage for any period, then, upon receipt by the Administrative Agent with of notice from the Company of such Pricing Certificate Inaccuracy (which notice shall include corrections to the calculations of the Sustainability Pricing Certificate Rate Adjustment, the Sustainability Fee Adjustment, or one or more of the KPI Metrics for any calendar year within the timeframe indicated in Section 6.2Metrics, the Applicable Margin shall be increased by [Redacted] and the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submittedas applicable), commencing on the Business Day following receipt by the Administrative Agent of such notice, the Applicable Rate Percentage and the Applicable Commitment Fee Percentage shall be adjusted to reflect the corrected calculations of the Sustainability Rate Adjustment, the Sustainability Fee Adjustment Date or the KPI Metrics, as applicable. Notwithstanding the foregoing or anything to the contrary herein, any information in a Pricing Certificate shall be deemed to be not materially inaccurate (and continuing until five Business Days following no Pricing Certificate Inaccuracy shall be deemed to have occurred in respect thereof), and any calculation of the date on which Sustainability Rate Adjustment, the Sustainability Fee Adjustment or the KPI Metrics shall be deemed proper, and in each case shall not implicate this Section 4.17(d), if such information or calculation was made by the Company submits another Sustainability Pricing Certificate for in good faith based on information reasonably available to the Company at the time such Key Performance Indicator calculation was made. (or if no such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, that it e) It is understood and agreed that any Pricing Certificate Inaccuracy (and any consequences thereof) shall not constitute a Default or Event of Default; provided, that, the Applicable Margin Company complies with the terms of thisthe foregoing Section 4.17(ed) 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 a Borrower under the Bankruptcy Code (or any comparable event under non-U.S. debtor relief laws), (i) any additional amounts required to be paid pursuant to the immediately preceding paragraph shall not be due and payable until the Facility Fee Ratedate that is ten (10) Business Days after a written demand is made for such payment by the Administrative Agent in accordance with such paragraph, as applicable, will never (ii) any nonpayment of such additional amounts prior to or upon the date that is ten (10) Business Days after such written demand for payment by the Administrative Agent shall not constitute a Default (whether retroactively or otherwise) and (iii) none of such additional amounts shall be increased by more than deemed overdue prior to such date that is ten (10) Business Days after such written demand or shall accrue interest at the Maximum Adjustmentdefault rate prior to such date that is ten (10) Business Days after such written demand. (df) Each party hereto hereby agrees that neither the Administrative Agent nor the any Sustainability Structuring Agents Agent shall have any (i) responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company of any Sustainability Applicable Fee Adjustment or any Sustainability Rate Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report Pricing Certificate or (ii) right to review, audit or otherwise evaluate any calculation by the Company of any Sustainability Fee Adjustment or any Sustainability 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 Lead Sustainability Structuring Agent and the Certificate. The Administrative Agent may rely conclusively on any such certificatePricing Certificate, without further inquiry). In addition, the Company shall have no obligation to disclose any further data, computations or other information to the Administrative Agent, any Sustainability Structuring Agent or any Lender with respect to any KPI Metric, Sustainability Target or Sustainability Threshold. (eg) In To the extent any event occurs (which would include, without limitation, a material disposition or material acquisition) which, in the opinion of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faithAgents, by no later than 60 days following the effective date acting reasonably, means that one or more of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification Targets or other supplement, shall require Sustainability Thresholds set forth in the consent and approval of Sustainability Table is no longer applicable given changes in the Company’s structure, then the Lead Company and the Sustainability Structuring Agent and the Administrative Agent and Agents will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything report to the contrary herein, for all purposes hereunder, the Lenders that such Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zeroTargets and Sustainability Thresholds will no longer apply. In the case such Key Performance Indicator no longer appliesa scenario, (i) the Company will then cease to refer to the applicable Key Performance Indicator KPI Metrics, Sustainability Targets and Sustainability Thresholders in the Pricing Certificate for such period. (h) To the extent a Sustainability Structuring Agent ceases to be a Lender, the Company shall use commercially reasonable efforts to seek to appoint another Person that is a Lender to fulfill the role such Sustainability Structuring Agent. (i) The Company shall use commercially reasonable efforts to deliver to the Administrative Agent a Pricing CertificateCertificate for the most recently ended Fiscal Year (commencing with delivery in 2022 for the Fiscal Year ended in 2021) within thirty (30) days of the release of the annual SASB Aligned Report (but in no event earlier than April 1st of any Fiscal Year); provided that, (ii) unless the Maximum Adjustment Company elects not to deliver a Pricing Certificate for such Fiscal Year, such Pricing Certificate shall be automatically updated to exclude delivered no later than June 15th of any adjustments for Fiscal Year. Any such Key Performance Indicator and (iii) election shall not constitute a Default or Event of Default hereunder, but shall subject the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything Company to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Threshold Adjustment shall be deemed to be zerodescribed in Section 4.17(c) above.

Sustainability Adjustments. (a) (i) Each Following the date on which Parent or the Borrower provides a Sustainability Certificate in respect of the fiscal year ending December 31, 2025, the Applicable Margin shall be increased, as applicable, pursuant to the Sustainability Rate Adjustment as set forth in such Sustainability Certificate. For purposes of the foregoing, the Sustainability Rate Adjustment shall be applied retroactively to commence as of December 31, 2025 based upon the KPI Metric set forth in such Sustainability Certificate and the calculations of the Sustainability Margin Rate Adjustment and therein (such day, the Sustainability Facility Fee Adjustment shall be effective on the Sustainability Adjustment Date and (ii) each change in the Applicable Margin and the Facility Fee Rate resulting from a “Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Adjustment Date and ending on the date immediately preceding the next such Sustainability Adjustment Date”). (b) For the avoidance of doubt, the only one Sustainability Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar fiscal year. It is further understood and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and 0.25% in the Facility Fee Rate will never be reduced or increased by more than [Redacted], in each case aggregate pursuant to the Sustainability Margin Adjustment or the Sustainability Facility Fee Rate Adjustment, as applicable, during any calendar year (the “Maximum Adjustment”). For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment or any adjustment to the Facility Fee Rate due to a Sustainability Facility Fee Adjustment in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (c) If It is hereby understood and agreed that if no such Sustainability Certificate is delivered by Parent or the Company fails Borrower with regard to provide the Lead fiscal year ended December 31, 2025 within the period set forth in Section 8.01(r), the KPI Threshold will be deemed not to have been met until Parent or the Borrower delivers a Sustainability Structuring Agent and Certificate to the Administrative Agent with for such fiscal year. (d) If (i)(A) any Lender becomes aware of any material inaccuracy in the Sustainability Pricing Rate Adjustment or the KPI Metric as reported in the Sustainability Certificate (any such material inaccuracy, a “Sustainability Certificate Inaccuracy”) and such Lender delivers a written notice to the Administrative Agent describing such Sustainability Certificate Inaccuracy in reasonable detail (which description shall be shared with each Lender and the Borrower) or one or more (B) a Loan Party becomes aware of a Sustainability Certificate Inaccuracy and (ii) a proper calculation of the Sustainability Rate Adjustment or the KPI Metrics Metric would have resulted in an increase in the Applicable Margin for any calendar year period, the Borrower shall be obligated to pay to the Administrative Agent for the account of the applicable Lenders 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 the Borrower under the Bankruptcy Code (or any comparable event under non-U.S. debtor relief laws), automatically and without further action by the Administrative Agent or any Lender), but in any event within fifteen (15) Business Days after the timeframe indicated Borrower has received written demand from the Administrative Agent following receipt of a written notice from any Lender of (in the case of Section 6.25.07(d)(i)(A) and Section 5.07(d)(ii) above), or have agreed in writing that there was (in the case of Section 5.07(d)(i)(B) above), a Sustainability Certificate Inaccuracy, 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 (the “True-Up Amount”). If any Loan Party becomes aware of any Sustainability Certificate Inaccuracy and, in connection therewith, if a proper calculation of the Sustainability Rate Adjustment or the KPI Metric would have resulted in the Applicable Margin remaining the same for any period, then, upon receipt by the Administrative Agent of notice from Parent or the Borrower of such Sustainability Certificate Inaccuracy (which notice shall include corrections to the calculations of the Sustainability Rate Adjustment or the KPI Metric, as applicable), commencing on the fifth (5th) Business Day following receipt by the Administrative Agent of such notice, the Applicable Margin shall be increased by [Redacted] and adjusted (but only with respect to periods commencing after such fifth (5th) Business Day) to reflect the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submitted, commencing on corrected calculations of the Sustainability Rate Adjustment Date and continuing until or the KPI Metric, as applicable, for all periods occurring no sooner than five (5) Business Days following after receipt by the date Administrative Agent of such notice. For the avoidance of any doubt, the parties agree that any such adjustment to reflect a decrease in the Applicable Margin for any period shall only be effective on which a prospective basis and shall not require any adjustments to amounts previously paid by the Company submits another Borrower prior to the discovery of a Sustainability Pricing Certificate for such Key Performance Indicator Inaccuracy. (or if no such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, that it e) It is understood and agreed that the Applicable Margin and the Facility Fee Rate, as applicable, will never be increased by more than the Maximum Adjustment. (d) Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability Structuring Agents shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company of any Sustainability Applicable Rate Adjustment (Certificate Inaccuracy shall not constitute a Default or any Event of Default; provided that the data or computations that are part Borrower complies with the terms of or related to any such calculationSection 5.07(d) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (eSection 8.01(s) In the event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following the effective date of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object with respect to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplementSustainability Certificate Inaccuracy. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding Notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for unless such Key Performance Indicator amounts shall be due upon the occurrence of an actual or deemed entry of an order for relief with respect to be zero. In the case such Key Performance Indicator no longer appliesBorrower under the Bankruptcy Code (or any comparable event under non-U.S. debtor relief laws), (i) the Company will then cease any additional amounts required to refer be paid pursuant to the applicable Key Performance Indicator immediately preceding paragraph shall not be due and payable until the earlier to occur of (x) fifteen (15) Business Days after written demand for such payment by the Administrative Agent (in the case of Section 5.07(d)(i)(A) and Section 5.07(d)(ii) above) or (y) fifteen (15) Business Days after the Borrower has agreed in writing that there was (in the case of Section 5.07(d)(i)(B) above), a Sustainability Pricing CertificateCertificate Inaccuracy (such date, the “Certificate Inaccuracy Payment Date”), (ii) any nonpayment of such additional amounts prior to the Maximum Adjustment Certificate Inaccuracy Payment Date shall be automatically updated to exclude any adjustments for such Key Performance Indicator not constitute a Default (whether retroactively or otherwise) and (iii) the Bonus Sustainability Margin Adjustment none of such additional amounts shall be automatically adjusted deemed overdue prior to exclude any performance requirement the Certificate Inaccuracy Payment Date or shall accrue interest at the post-default rate set forth in Section 3.02(c) prior to the Certificate Inaccuracy Payment Date. In the event the Borrower fails to comply with the terms of this Section 5.07(e), the Lenders’ sole recourse with respect to such Key Performance Indicatornon-compliance shall be limited to the True-Up Amount. (f) Upon the occurrence of any Sustainability Recalculation Event, upon the written request of the Borrower or the Majority Lenders, the Majority Lenders and the Borrower shall negotiate in good faith to amend the KPI Metric implicated by such Sustainability Recalculation Event; provided that if no Key Performance Indicator appliesthat, notwithstanding anything to until such amendment shall become effective, the contrary herein KPI Metric and for all purposes hereunder the Bonus Sustainability Margin Adjustment KPI Thresholds shall be deemed to be zeroremain in place as unamended.

Sustainability Adjustments. (a) Following the date on which the Borrower provides a Pricing Certificate in respect of the most recently ended calendar year (ibeginning with the delivery of a Pricing Certificate for the calendar year 2022), the Base Rate Margin and SOFR Margin shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Rate Adjustment as set forth in such Pricing Certificate. For purposes of the foregoing, (A) Each the Sustainability Rate Adjustment shall be applied as of the fifth Business Day following receipt by the Administrative Agent of a Pricing Certificate delivered pursuant to Section 5.1(j) based upon the KPI Metrics and performance of the Sustainability Margin Adjustment Performance Targets set forth in such Pricing Certificate and the Sustainability Facility Fee Adjustment shall be effective on calculations of the Sustainability Rate Adjustment, therein (such day, the “Sustainability Pricing Adjustment Date Date”) and (iiB) each change in the Applicable Base Rate Margin and the Facility Fee Rate SOFR Margin resulting from a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on (or, in the date immediately preceding case of non-delivery of a Pricing Certificate, the next last day such Sustainability Adjustment DatePricing Certificate could have been delivered pursuant to the terms of Section 5.1(j)). (b) For the avoidance of doubt, the Sustainability only one Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar year. It is further understood and agreed that the Applicable Base Rate Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate SOFR Margin will never be reduced or increased by more than [Redacted]0.05% relative to the unadjusted SOFR Margin, in each case pursuant to the Sustainability Margin Adjustment or the Sustainability Facility Fee Rate Adjustment, as applicable, during any calendar year (the “Maximum Adjustment”)year. For the avoidance of doubt, any adjustment to the Applicable Base Rate Margin due to a Sustainability or the SOFR Margin Adjustment by reason of meeting one or any adjustment to the Facility Fee Rate due to a Sustainability Facility Fee Adjustment several KPI Metrics in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until ; provided that, (i) if the date on which SOFR Margin is reduced relative to the next adjustment unadjusted SOFR Margin, in any year, it may be increased in a subsequent year by non-performance of the Sustainability Performance Targets and (ii) if the SOFR Margin is due increased relative to take placethe unadjusted SOFR Margin, in any year, it may be decreased in a subsequent year by performance of the Sustainability Performance Targets, but, in each case, subject to the limitations of the second sentence of this paragraph (b). (c) If It is hereby understood and agreed that, subject to the Company limitations of the second sentence in paragraph (b) above, in the event the Borrower fails to provide timely deliver a Pricing Certificate in accordance with Section 5.1(j), the Lead Sustainability Structuring Rate Adjustment will be positive 0.05%, commencing on the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 5.1(j) and continuing until the Borrower delivers a Pricing Certificate to the Administrative Agent for such Sustainability Pricing Adjustment Date. (d) If (i)(A) the Administrative Agent or any Lender becomes aware of any material inaccuracy in the Sustainability Rate Adjustment or the KPI Metrics as reported in a Pricing Certificate (any such material inaccuracy, a “Pricing Certificate Inaccuracy”) and the Administrative Agent or such Lender delivers, not later than ten (10) Business Days after obtaining knowledge thereof, a written notice to the Borrower (and with respect to knowledge of such Lender, the Administrative Agent) describing such Pricing Certificate Inaccuracy in reasonable detail (which description shall be shared with each Lender and the Borrower), or (B) the Borrower becomes aware of a Pricing Certificate Inaccuracy and the Borrower and the Administrative Agent shall mutually agree that there was a Pricing Certificate Inaccuracy at the time of delivery of a Pricing Certificate, and (ii) a proper calculation of the Sustainability Pricing Certificate Rate Adjustment or one or more of the KPI Metrics would have resulted in an increase in the Base Rate Margin or the SOFR Margin for any calendar year within the timeframe indicated in Section 6.2period, the Applicable Margin Borrower shall be increased obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by [Redacted] the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code (or in connection with any other Bankruptcy Event), automatically and without further action by the Facility Fee Administrative Agent or any Lender), but in any event within ten (10) Business Days after the Borrower has received written notice of, or has agreed in writing that there was, a Pricing Certificate Inaccuracy, 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. If the Borrower becomes aware of any Pricing Certificate Inaccuracy and, in connection therewith, if a proper calculation of the Sustainability Rate Adjustment or the KPI Metrics would have resulted in a decrease in the Base Rate Margin or the SOFR Margin for any period, then the Borrower shall receive a credit against subsequent interest payable on the Loans or fees payable pursuant to Section 2.12, in an amount equal to the excess of (1) the amount of interest and fees actually paid for such period over (2) the amount of interest and fees that should have been paid for such period (for the avoidance of doubt, with respect to any Lender, such credit shall apply to amounts of interest and fees which have accrued from and after delivery of the notice of such Pricing Certificate Inaccuracy pursuant to Section 5.1(k) regardless of the time period to which the Pricing Certificate Inaccuracy relates which may be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submittedperiod before such Person was a Lender hereunder) and, commencing on the fifth (5th) Business Day following receipt by the Administrative Agent of the applicable corrections to the Sustainability Rate Adjustment Date and continuing until five Business Days following or the date on which KPI Metrics, as the Company submits another case may be, pursuant to Section 5.1(k), the Base Rate Margin or the SOFR Margin shall be adjusted to reflect the corrected calculations of the Sustainability Pricing Certificate for such Key Performance Indicator Rate Adjustment or the KPI Metrics, as applicable. (or if no such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, that it e) It is understood and agreed that any Pricing Certificate Inaccuracy shall not constitute a Default or Event of Default; provided, that, the Applicable Margin Borrower complies with the terms of Section 2.23(d) 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 a Borrower under the Bankruptcy Code (or in connection with any other Bankruptcy Event), (a) any additional amounts required to be paid pursuant to Section 2.23(d) shall not be due and payable until the Facility Fee Rateearlier to occur of (i) a written demand is made for such payment by the Administrative Agent in accordance with Section 2.23(d) or (ii) ten (10) Business Days after the Borrower has received written notice of, as applicableor has agreed in writing that there was, will never a Pricing Certificate Inaccuracy (such date, the “Certificate Inaccuracy Payment Date”), (b) any nonpayment of such additional amounts prior to the Certificate Inaccuracy Payment Date shall not constitute a Default (whether retroactively or otherwise) and (c) none of such additional amounts shall be increased by more than deemed overdue prior to the Maximum AdjustmentCertificate Inaccuracy Payment Date or shall accrue interest at the Default Rate prior to the Certificate Inaccuracy Payment Date. (df) Each party hereto hereby agrees that neither the Administrative Agent nor and the Sustainability Structuring Agents Advisor shall not have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company Borrower of any Sustainability Applicable Rate Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (e) In the event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following the effective date of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zero.

Sustainability Adjustments. (a) Following the date on which Borrower provides a Pricing Certificate in respect of the most recently ended Reference Year, the Applicable Margin shall be adjusted, as applicable, pursuant to the Sustainability Margin Adjustment as set forth in such Pricing Certificate. For purposes of the foregoing, (i) Each the Sustainability Margin Adjustment shall be determined as of the fifth Business Day following receipt by the Administrative Agent of a Pricing Certificate delivered pursuant to Section 1.7(f) based upon the KPI Metric for the applicable Reference Year set forth in such Pricing Certificate and the calculations of the Sustainability Margin Adjustment, therein (such day, the “Sustainability Pricing Adjustment and the Sustainability Facility Fee Adjustment shall be effective on the Sustainability Adjustment Date Date”) and (ii) each change in the Applicable Margin and the Facility Fee Rate resulting from a Sustainability Pricing Certificate (or the non-delivery or delivery of an incomplete Pricing Certificate) shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment DateDate (or, in the case of non-delivery of a Pricing Certificate, the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 1.7(f)). (b) For the avoidance of doubt, the Sustainability only one Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar yearReference Year. It is further understood and agreed that (i) the Term SOFR Applicable Margin, the Adjusted Daily Simple SOFR Applicable Margin and the Base Rate Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate will never be reduced or increased by more than [Redacted], in each case 0.01% pursuant to the Sustainability Margin Adjustment or the Sustainability Facility Fee Adjustment, as applicable, during any calendar year twelve-month period and (the “Maximum Adjustment”)ii) at no time shall any Applicable Margin be less than 0.0%. For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment or any adjustment by reference to the Facility Fee Rate due to a Sustainability Facility Fee Adjustment KPI Metric Target in any calendar year Reference Year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (c) It is hereby understood and agreed that if no such Pricing Certificate is delivered, or any Pricing Certificate shall be incomplete and fail to include the KPI Metric for the applicable Reference Year, within the period set forth in Section 1.7(f), the Sustainability Margin Adjustment will be made to the Applicable Margin commencing on the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 1.7(f). (d) If (i)(A) the Company fails Borrower or any Lender becomes aware of any material inaccuracy in the Sustainability Margin Adjustment, the KPI Metric 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 provide the Lead Sustainability Structuring Agent and the Administrative Agent describing such Pricing Certificate Inaccuracy in reasonable detail (which description shall be shared with each Lender and the Borrower), or (B) the Borrower 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 Sustainability Pricing Certificate or one or more of Margin Adjustment, the KPI Metrics for any calendar year within the timeframe indicated Metric would have resulted in Section 6.2, no adjustment to the Applicable Margin for any period, the Borrower shall be increased obligated to pay to the Administrative Agent for the account of the applicable Lenders, as the case may be, promptly on demand by [Redacted] the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under any Debtor Relief Laws, automatically and without further action by the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submittedAdministrative Agent, commencing on the Sustainability Adjustment Date and continuing until five any Lender), but in any event within ten (10) Business Days following after the date on which the Company submits another Sustainability Borrower has received written notice of, or has agreed in writing that there was, a Pricing Certificate Inaccuracy, an amount equal to the excess of (1) the amount of interest and fees that should have been paid for such Key Performance Indicator period over (or if no 2) the amount of interest and fees actually paid for such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, that it period. It is understood and agreed that any Pricing Certificate Inaccuracy shall not constitute a Default or Event of Default or otherwise result in the Applicable Margin failure of any condition precedent to any advance or the issuance of any Letter of Credit; provided, that, the Borrower complies with the terms of this Section 1.7(d) 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 the Borrower under any Debtor Relief Laws, (a) any additional amounts required to be paid pursuant to the immediate preceding paragraph shall not be due and payable until a written demand is made for such payment by the Facility Fee RateAdministrative Agent in accordance with such paragraph, as applicable, will never (b) any nonpayment of such additional amounts prior to or concurrently with such demand for payment by the Administrative Agent shall not constitute a Default (whether retroactively or otherwise) and (c) none of such additional amounts shall be increased by more than deemed overdue prior to such a demand or shall accrue interest at the Maximum AdjustmentDefault Rate pursuant to Section 2.14 prior to such a demand. (de) Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability Structuring Agents shall have any no responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company Borrower of any Sustainability Applicable Rate Margin Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (ef) In the As soon as available and in any event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 within 90 days following the effective date end of such Regulatory Change any necessary amendmentcalendar quarter ending on June 30 (commencing with the calendar quarter ending on June 30, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company2022), the Lead Sustainability Structuring Borrower may deliver a Pricing Certificate to the Administrative Agent (and the Administrative Agent shall promptly provide a copy to each Lender) for the most recently-ended Reference Year; provided, that, for any Reference Year the Borrower may elect not to deliver a Pricing Certificate, and will take effect such election shall not constitute a Default or Event of Default (but such failure to so long deliver a Pricing Certificate by the end of such 90-day period shall result in the Sustainability Margin Adjustment being applied as Lenders constituting Required Lenders do not object set forth in Section 1.7(c)). Subject to such changes within five Business Days after receiving the provisions of Section 1.7(b), the Borrower may, at its election exercisable by delivering written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object adjust the Reference Year and the timing of delivery of the Pricing Certificate in a manner intended to such agreement within five Business Days after maintain consistency with the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zeroforegoing.

Sustainability Adjustments. Following the date on which the Company provides a Pricing Certificate in respect of the most recently ended fiscal year and not more often than once in any year, the Applicable Margin and the Applicable Percentage shall be increased or decreased (a) (i) or neither increased nor decreased), as applicable, pursuant to the Sustainability Margin Adjustment and the Sustainability Fee Adjustment, respectively, as set forth in such Pricing Certificate in the manner and at the times described in this Section 2.22. Each of the Sustainability Margin Adjustment and the Sustainability Facility Fee Adjustment shall be effective on as of the fifth Business Day following receipt by the Agent of a Pricing Certificate delivered pursuant to Section 5.01(i)(vi) based upon the KPI Metrics set forth in such Pricing Certificate and the calculations of the Sustainability Margin Adjustment Date and the Sustainability Fee Adjustment, as applicable, therein (iisuch day, the “Sustainability Pricing Adjustment Date”) and each change in the Applicable Margin and the Facility Fee Rate Applicable Percentage resulting from a Sustainability Pricing Certificate Margin Adjustment and a Sustainability Fee Adjustment shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment Date. Date (b) For or, in the avoidance case of doubtnon-delivery of a Pricing Certificate for the immediately following period, the Sustainability last day such Pricing Certificate may be for such following period could have been delivered only once (as to any given Key Performance Indicator) in respect of any calendar year. It is further understood and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate will never be reduced or increased by more than [Redacted], in each case pursuant to the terms of Section 5.01(i)(vi)). If no Pricing Certificate is delivered by the Company within the period set forth in Section 5.01(i)(vi), the Sustainability Margin Adjustment or will be an increase of 0.04% and the Sustainability Facility Fee Adjustment, as applicable, during any calendar year (the “Maximum Adjustment”). For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment or any adjustment to the Facility Fee Rate due to a Sustainability Facility Fee Adjustment in any calendar year shall not will be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (c) If the Company fails to provide the Lead Sustainability Structuring Agent and the Administrative Agent with the Sustainability Pricing Certificate or one or more an increase of the KPI Metrics for any calendar year within the timeframe indicated in Section 6.2, the Applicable Margin shall be increased by [Redacted] and the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submitted0.01%, commencing on the Sustainability Adjustment Date last day such Pricing Certificate could have been delivered pursuant to the terms of Section 5.01(i)(vi) and continuing until five Business Days following the date on which the Company submits another Sustainability delivers a Pricing Certificate for such Key Performance Indicator (or if no such Sustainability to the Agent. If a Pricing Certificate is provided, for the subsequent calendar year); provided, that it is understood and agreed that the Applicable Margin and the Facility Fee Rate, as applicable, will never be increased by more than the Maximum Adjustment. (d) Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability Structuring Agents shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation delivered by the Company of any Sustainability Applicable Rate Adjustment (or any of within the data or computations that are part of or related to any such calculation) period set forth in Section 5.01(i)(vi) but omits the requisite information with respect to any KPI Metrics Report or any Metric, the calculation of the Sustainability Pricing Certificate (Margin Adjustment and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (e) In the event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following the effective date of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Fee Adjustment for such Key Performance Indicator KPI Metric in respect of the applicable fiscal year shall be deemed to be zero. In determined in accordance with clause (c) of the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus definitions of “Sustainability Margin Adjustment Adjustment” and “Sustainability Fee Adjustment”. The parties hereto acknowledge and agree that failure to deliver a Pricing Certificate shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zeronot constitute a Default or Event of Default.

Sustainability Adjustments. (a) Following the date on which the Borrower provides a Pricing Certificate in respect of the most recently ended calendar year (beginning with the delivery of a Pricing Certificate for the calendar year 2022), (i) Each the Base Rate Margin and SOFR Margin shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Rate Adjustment as set forth in such Pricing Certificate, and (ii) the Commitment Fee Rate shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Commitment Fee Adjustment as set forth in such Pricing Certificate. For purposes of the foregoing, (A) the Sustainability Margin Rate Adjustment and the Sustainability Facility Commitment Fee Adjustment shall be effective on applied as of the fifth Business Day following receipt by the Administrative Agent of a Pricing Certificate delivered pursuant to Section 5.1(j) based upon the KPI Metrics and performance of the Sustainability Performance Targets set forth in such Pricing Certificate and the calculations of the Sustainability Rate Adjustment Date and the Sustainability Commitment Fee Adjustment, therein (such day, the “Sustainability Pricing Adjustment Date”) and (iiB) each change in the Applicable Base Rate Margin, the SOFR Margin and the Facility Commitment Fee Rate resulting from a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on (or, in the date immediately preceding case of non-delivery of a Pricing Certificate, the next last day such Sustainability Adjustment DatePricing Certificate could have been delivered pursuant to the terms of Section 5.1(j)). (b) For the avoidance of doubt, the Sustainability only one Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar year. It is further understood and agreed that the Applicable Base Rate Margin and the SOFR Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] 0.05% relative to the unadjusted SOFR Margin and that the Facility Commitment Fee Rate will never be reduced or increased by more than [Redacted]0.02% relative to the unadjusted Commitment Fee Rate, in each case pursuant to the Sustainability Margin Rate Adjustment or and the Sustainability Facility Commitment Fee Adjustment, as applicablerespectively, during any calendar year (the “Maximum Adjustment”)year. For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment Base Rate Margin, the SOFR Margin, or any adjustment to the Facility Commitment Fee Rate due to a Sustainability Facility Fee Adjustment by reason of meeting one or several KPI Metrics in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until ; provided that, (i) if the date on which the next adjustment is due to take place. (c) If the Company fails to provide the Lead Sustainability Structuring Agent and the Administrative Agent with the Sustainability Pricing Certificate or one or more of the KPI Metrics for any calendar year within the timeframe indicated in Section 6.2, the Applicable SOFR Margin shall be increased by [Redacted] and the Facility and/or Commitment Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submitted, commencing on are reduced relative to the Sustainability Adjustment Date and continuing until five Business Days following unadjusted SOFR Margin and/or the date on which the Company submits another Sustainability Pricing Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, that it is understood and agreed that the Applicable Margin and the Facility unadjusted Commitment Fee Rate, as applicable, will never in any year, they may be increased in a subsequent year by more than non-performance of the Maximum AdjustmentSustainability Performance Targets and (ii) if the SOFR Margin and/or Commitment Fee Rate are increased relative to the unadjusted SOFR Margin and/or the unadjusted Commitment Fee Rate, as applicable, in any year, they may be decreased in a subsequent year by performance of the Sustainability Performance Targets, but, in each case, subject to the limitations of the second sentence of this paragraph (b). (c) It is hereby understood and agreed that, subject to the limitations of the second sentence in paragraph (b) above, in the event the Borrower fails to timely deliver a Pricing Certificate in accordance with Section 5.1(j), (i) the Sustainability Rate Adjustment will be positive 0.05% and (ii) the Sustainability Commitment Fee Adjustment will be positive 0.02%, in each case, commencing on the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 5.1(j) and continuing until the Borrower delivers a Pricing Certificate to the Administrative Agent for such Sustainability Pricing Adjustment Date. (d) If (i)(A) the Administrative Agent or any Lender becomes aware of any material inaccuracy in the Sustainability Rate Adjustment, the Sustainability Commitment Fee Adjustment or the KPI Metrics as reported in a Pricing Certificate (any such material inaccuracy, a “Pricing Certificate Inaccuracy”) and the Administrative Agent or such Lender delivers, not later than ten (10) Business Days after obtaining knowledge thereof, a written notice to the Borrower (and with respect to knowledge of such Lender, the Administrative Agent) describing such Pricing Certificate Inaccuracy in reasonable detail (which description shall be shared with each Lender and the Borrower), or (B) the Borrower becomes aware of a Pricing Certificate Inaccuracy and the Borrower and the Administrative Agent shall mutually agree that there was a Pricing Certificate Inaccuracy at the time of delivery of a Pricing Certificate, and (ii) a proper calculation of the Sustainability Rate Adjustment, Sustainability Commitment Fee Adjustment or the KPI Metrics would have resulted in an increase in the Base Rate Margin, the SOFR Margin or Commitment Fee for any period, the Borrower shall be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable Issuing Bank, 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 the Borrower under the Bankruptcy Code (or in connection with any other Bankruptcy Event), 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 the Borrower has received written notice of, or has agreed in writing that there was, a Pricing Certificate Inaccuracy, 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. If the Borrower becomes aware of any Pricing Certificate Inaccuracy and, in connection therewith, if a proper calculation of the Sustainability Rate Adjustment, Sustainability Commitment Fee Adjustment or the KPI Metrics would have resulted in a decrease in the Base Rate Margin, the SOFR Margin or Commitment Fee for any period, then the Borrower shall receive a credit against subsequent interest payable on the Loans or fees payable pursuant to Section 2.12, in an amount equal to the excess of (1) the amount of interest and fees actually paid for such period over (2) the amount of interest and fees that should have been paid for such period (for the avoidance of doubt, with respect to any Lender, such credit shall apply to amounts of interest and fees which have accrued from and after delivery of the notice of such Pricing Certificate Inaccuracy pursuant to Section 5.1(k) regardless of the time period to which the Pricing Certificate Inaccuracy relates which may be a period before such Person was a Lender hereunder) and, commencing on the fifth (5th) Business Day following receipt by the Administrative Agent of the applicable corrections to the Sustainability Rate Adjustment, Sustainability Commitment Fee Adjustment or the KPI Metrics, as the case may be, pursuant to Section 5.1(k), the Base Rate Margin, the SOFR Margin or Commitment Fee shall be adjusted to reflect the corrected calculations of the Sustainability Rate Adjustment, Sustainability Commitment Fee Adjustment or the KPI Metrics, as applicable. (e) It is understood and agreed that any Pricing Certificate Inaccuracy shall not constitute a Default or Event of Default; provided, that, the Borrower complies with the terms of Section 2.23(d) 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 a Borrower under the Bankruptcy Code (or in connection with any other Bankruptcy Event), (a) any additional amounts required to be paid pursuant to Section 2.23(d) shall not be due and payable until the earlier to occur of (i) a written demand is made for such payment by the Administrative Agent in accordance with Section 2.23(d) or (ii) ten (10) Business Days after the Borrower has received written notice of, or has agreed in writing that there was, a Pricing Certificate Inaccuracy (such date, the “Certificate Inaccuracy Payment Date”), (b) any nonpayment of such additional amounts prior to the Certificate Inaccuracy Payment Date shall not constitute a Default (whether retroactively or otherwise) and (c) none of such additional amounts shall be deemed overdue prior to the Certificate Inaccuracy Payment Date or shall accrue interest at the Default Rate prior to the Certificate Inaccuracy Payment Date. (f) Each party hereto hereby agrees that neither the Administrative Agent nor and the Sustainability Structuring Agents Advisor shall not have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company Borrower of any Sustainability Applicable Rate Adjustment or Sustainability Commitment Fee Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (e) In the event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following the effective date of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zero.

Sustainability Adjustments. (a) As soon as available and in any event within 150 days following the end of each calendar year (i) Each of commencing with the calendar year ending December 31, 2023), the Borrower shall deliver to the Administrative Agent, the Sustainability Margin Structuring Agent and the Lenders a Pricing Certificate for the most recently ended calendar year; provided, that, the Borrower may elect not to deliver a Pricing Certificate for any such calendar year, and such election shall not constitute a Default or Event of Default (but, for the avoidance of doubt, such failure to so deliver a Pricing Certificate by the end of such 150-day period shall result in the Sustainability Rate Adjustment and the Sustainability Facility Fee Adjustment being applied as set forth in Section 2.19.(d)). (b) Effective as of the fifth Business Day following receipt by the Administrative Agent of a Pricing Certificate for the most recently ended calendar year delivered pursuant to Section 2.19.(a) (such day, the “Sustainability Pricing Adjustment Date”), (i) the Applicable Margin shall be effective on increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Rate Adjustment Date and (ii) the Applicable Facility Fee shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Facility Fee Adjustment, in each case, as set forth in such Pricing Certificate (for the avoidance of doubt, based upon the KPI set forth in such Pricing Certificate and the calculations of the Sustainability Rate Adjustment and the Sustainability Facility Fee Adjustment therein). Each change in the Applicable Margin and the Applicable Facility Fee Rate resulting from a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment DateDate (or, in the case of non-delivery of a Pricing Certificate, the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 2.19.(a)). (bc) For the avoidance of doubt, the Sustainability only one Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar year. It is further understood and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] 0.04% and that the Applicable Facility Fee Rate will never be reduced or increased by more than [Redacted], in each case 0.01% during any calendar year pursuant to the a Sustainability Margin Rate Adjustment or and the Sustainability Facility Fee Adjustment, as applicable, during any calendar year (the “Maximum Adjustment”)respectively. For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment or any adjustment to the Applicable Facility Fee Rate due to a Sustainability Facility Fee Adjustment by reason of meeting the KPI in any calendar year shall not be cumulative year-over-year. Each , and each applicable adjustment Sustainability Rate Adjustment and the Sustainability Facility Fee Adjustment shall only apply until during the date on which period specified in the next adjustment is due to take placelast sentence of Section 2.19.(b). (d) If no such Pricing Certificate is delivered by Borrower pursuant to Section 2.19.(a) (or if any Pricing Certificate shall be incomplete and fail to satisfy the requirements set forth in the definition of “Pricing Certificate” as determined by the Administrative Agent in its reasonable discretion), then (i) for the period specified in clause (b) of the definitions of KPI Applicable Margin Adjustment Amount, the Sustainability Rate Adjustment shall be 0.00% commencing on the last day such Pricing Certificate could have been delivered pursuant to Section 2.19.(a) and continuing until Borrower delivers a Pricing Certificate pursuant to such Section for the applicable calendar year and (ii) for any other period specified in clause (c) of the definition of KPI Applicable Margin Adjustment Amount or in clause (b) of the definition of KPI Facility Fee Adjustment Amount, as applicable, the Sustainability Rate Adjustment will be positive 0.04% and the Sustainability Facility Fee Adjustment will be positive 0.01%, in each case commencing on the last day such Pricing Certificate could have been delivered pursuant to Section 2.19.(a) and continuing until Borrower delivers a Pricing Certificate pursuant to such Section for the applicable calendar year. Further, on and at any time after the occurrence of a Declassification Event the Administrative Agent may, and shall if so directed by the Requisite Lenders, by notice to the Borrower declassify the Loans as “sustainability-linked”, and with effect on and from the Declassification Date, (A) any Sustainability Rate Adjustment or Sustainability Facility Fee Adjustment shall cease to apply, (B) no Sustainability Rate Adjustment or Sustainability Facility Fee Adjustment shall apply to any future period pursuant to this Section 2.19. and (C) no Loans may be re-classified as “sustainability-linked”) on or after the Declassification Date. (e) If (i)(A) any Lender becomes aware of any material inaccuracy in the Company fails Sustainability Rate Adjustment, the Sustainability Facility Fee Adjustment or the KPI as reported in a Pricing Certificate (any such material inaccuracy, a “Pricing Certificate Inaccuracy”) and such Lender delivers, not later than 10 Business Days after obtaining knowledge thereof, a written notice to provide the Lead Sustainability Structuring Administrative Agent and Borrower describing such Pricing Certificate Inaccuracy in reasonable detail, or (B) Borrower becomes aware of a Pricing Certificate Inaccuracy and Borrower and the Administrative Agent with shall mutually agree that there was a Pricing Certificate Inaccuracy at the time of delivery of a Pricing Certificate, and (ii) a proper calculation of the Sustainability Pricing Certificate Rate Adjustment, the Sustainability Facility Fee Adjustment or one or more of the KPI Metrics for any calendar year within the timeframe indicated would have resulted in Section 6.2, an increase in the Applicable Margin or Applicable Facility Fee for any period, then Borrower shall pay to the Administrative Agent for the account of the Lenders promptly on demand by the Administrative Agent (or, following the occurrence of a Default or Event of Default specified in Section 10.1.(e) or Section 10.1.(f)), automatically and without further action by the Administrative Agent or any Lender), but in any event within 10 Business Days after ▇▇▇▇▇▇▇▇ has received written notice of (in the case of clause (e)(i)(A) above), or has agreed in writing that there was (in the case of clause (e)(i)(B) above), a Pricing Certificate Inaccuracy, 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. Notwithstanding anything to the contrary herein, (x) a Pricing Certificate Inaccuracy shall not constitute a Default or Event of Default, provided that Borrower complies with the terms of this Section 2.19. and Section 8.4.(r) with respect to such Pricing Certificate Inaccuracy and (y) unless such amounts shall be increased due upon the occurrence of a Default or Event of Default specified in Section 10.1.(e) or Section 10.1.(f), (I) any additional amounts required to be paid pursuant to this Section 2.19.(e) shall not be due and payable until the earlier to occur of (1) written demand for such payment by [Redacted] the Administrative Agent in accordance with this Section or (2) 10 Business Days after Borrower has received written notice of (in the case of clause (e)(i)(A) above), or has agreed in writing that there was (in the case of clause (e)(i)(B) above), a Pricing Certificate Inaccuracy (such date, the “Certificate Inaccuracy Payment Date”), (II) any nonpayment of such additional amounts prior to the Certificate Inaccuracy Payment Date shall not constitute a Default (whether retroactively or otherwise) and the Facility Fee Rate (III) none of such additional amounts shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submitted, commencing on deemed overdue prior to the Sustainability Adjustment Certificate Inaccuracy Payment Date and continuing until five Business Days following or shall accrue interest at the date on which Post-Default Rate prior to the Company submits another Sustainability Pricing Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, that it is understood and agreed that the Applicable Margin and the Facility Fee Rate, as applicable, will never be increased by more than the Maximum AdjustmentInaccuracy Payment Date. (df) Each party hereto hereby agrees that neither the Administrative no Titled Agent nor the Sustainability Structuring Agents or any Lender shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company Borrower of any Sustainability Applicable Rate Adjustment or Sustainability Facility Fee Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (e) In the event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following the effective date of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zero.

Sustainability Adjustments. (a) Following the date on which the Company provides a Pricing Certificate in respect of the most recently ended fiscal year, (i) Each the Applicable Rate shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Rate Adjustment as set forth in such Pricing Certificate in the manner and at the times described in this Section 2.20, and (ii) the Revolver Commitment Fee shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Fee Adjustment as set forth in such Pricing Certificate in the manner and at the times described in this Section 2.20. For purposes of the foregoing, (A) each of the Sustainability Margin Rate Adjustment and the Sustainability Facility Fee Adjustment shall be effective on as of the fifth Business Day following receipt by the Administrative Agent of a Pricing Certificate delivered pursuant to Section 6.02(f) based upon the KPI Metrics set forth in such Pricing Certificate and the calculations of the Sustainability Rate Adjustment Date and the Sustainability Fee Adjustment calculations, as applicable, therein (such day, the “Sustainability Pricing Adjustment Date”) and (iiB) each change in the Applicable Margin Rate and the Facility Revolver Commitment Fee Rate resulting from a Sustainability Pricing Certificate and the Sustainability Rate Adjustment and Sustainability Fee Adjustment related thereto shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment Date. Date (b) For or, in the avoidance case of doubtnon-delivery of a Pricing Certificate for the immediately following period, the Sustainability Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar year. It is further understood and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate will never be reduced or increased by more than [Redacted], in each case pursuant to the Sustainability Margin Adjustment or the Sustainability Facility Fee Adjustment, as applicable, during any calendar year (the “Maximum Adjustment”). For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment or any adjustment to the Facility Fee Rate due to a Sustainability Facility Fee Adjustment in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (c) If the Company fails to provide the Lead Sustainability Structuring Agent and the Administrative Agent with the Sustainability Pricing Certificate or one or more of the KPI Metrics for any calendar year within the timeframe indicated in Section 6.2, the Applicable Margin shall be increased by [Redacted] and the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submitted, commencing on the Sustainability Adjustment Date and continuing until five Business Days following the date on which the Company submits another Sustainability last day such Pricing Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate is provided, for following period could have been delivered pursuant to the subsequent calendar yearterms of Section 6.02(f); provided, that it is understood and agreed that the Applicable Margin and the Facility Fee Rate, as applicable, will never be increased by more than the Maximum Adjustment. (d) Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability Structuring Agents shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company of any Sustainability Applicable Rate Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (e) In the event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following the effective date of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zero.

Sustainability Adjustments. (a) Following the date on which the Borrower provides a Pricing Certificate in respect of the most recently ended Fiscal Year, (i) Each the Applicable Rate (with respect to the Term SOFR Spread (including for purposes of the participation fee with respect to Letters of Credit) and the ABR Spread) shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Rate Adjustment as set forth in such Pricing Certificate and (ii) the Commitment Fee Rate shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Fee Adjustment as set forth in such Pricing Certificate. For purposes of the foregoing, (A) each of the Sustainability Margin Rate Adjustment and the Sustainability Facility Fee Adjustment shall be effective on determined as of the third Business Day 77 following receipt by the Administrative Agent of a Pricing Certificate delivered pursuant to Section 5.04(j) based upon the KPI Metrics set forth in such Pricing Certificate and the calculations of the Sustainability Rate Adjustment Date and the Sustainability Fee Adjustment calculations, as applicable, therein (such day, the “Sustainability Pricing Adjustment Date”) and (iiB) each such change in the Applicable Margin Rate and the Facility Commitment Fee Rate resulting from a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment DateDate (or, in the case of non-delivery of a Pricing Certificate, the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 5.04(j). (b) For the avoidance of doubt, the Sustainability only one Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar yearFiscal Year. It is further understood and agreed that the Applicable Margin Rate (with respect to the Term SOFR Spread (including for purposes of the participation fee with respect to Letters of Credit) and the ABR Spread) will never be reduced by more than [Redacted] or increased by more than [Redacted] 0.05% and the Facility Commitment Fee Rate will never be reduced or increased by more than [Redacted]0.01%, in each case pursuant to the Sustainability Margin Rate Adjustment or the Sustainability Facility Fee Adjustment, as applicable, during any calendar year (the “Maximum Adjustment”)Fiscal Year. For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment Rate or any adjustment to the Facility Commitment Fee Rate due to a Sustainability Facility Fee Adjustment by reason of meeting one or several KPI Metrics in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (c) If It is hereby understood and agreed that if no such Pricing Certificate is delivered by the Borrower within the period set forth in Section 5.04(j), the Sustainability Rate Adjustment will be positive 0.05% and the Sustainability Fee Adjustment will be positive 0.01% commencing on the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 5.04(j) and continuing until the Company fails delivers a Pricing Certificate to provide the Lead Administrative Agent. (d) If (i)(A) the Borrower or any Lender becomes aware of any material inaccuracy in the Sustainability Structuring Agent and Rate Adjustment, the Sustainability Fee Adjustment or the KPI Metrics as reported in the KPI Metrics Report attached to any applicable Pricing Certificate (any such material inaccuracy, a “Pricing Certificate Inaccuracy”) and, in the case of any Lender, such Lender delivers, not later than 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 the Borrower), or (B) the Borrower 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 Sustainability Pricing Certificate Rate Adjustment, the Sustainability Fee Adjustment or one or more of the KPI Metrics would have resulted in an increase in the Applicable Rate and the Commitment Fee Rate for any calendar year period, the Borrower shall be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the applicable Issuing Bank, 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 non-U.S. 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 the timeframe indicated Borrower has received written notice of, or has agreed in Section 6.2writing that there was, a Pricing Certificate Inaccuracy, 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. If the Borrower becomes aware of any Pricing Certificate Inaccuracy and, in connection therewith, if a proper calculation of the Sustainability Rate Adjustment, the Sustainability Fee Adjustment or the KPI Metrics would have resulted in a decrease in the Applicable Rate and the Commitment Fee Rate for any period, then, upon receipt by the Administrative Agent of notice from the Borrower of such Pricing Certificate Inaccuracy (which notice shall include corrections to the calculations of the Sustainability Rate Adjustment, the Sustainability Fee Adjustment or the KPI Metrics, as applicable), commencing on the Business Day following receipt by the Administrative Agent of such notice, the Applicable Margin shall be increased by [Redacted] Rate and the Facility Commitment Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submitted, commencing on adjusted to reflect the corrected calculations of the Sustainability Rate Adjustment, the Sustainability Fee Adjustment Date and continuing until five Business Days following or the date on which the Company submits another Sustainability Pricing Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate is providedKPI Metrics, for the subsequent calendar year); provided, that it as applicable. It is understood and agreed that any Pricing Certificate Inaccuracy shall not constitute a Default or Event of Default; provided that the Applicable Margin Borrower complies with the terms of this Section 2.23(d) 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 a Borrower under the Bankruptcy Code (or any comparable event under non-U.S. 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 Facility Fee RateAdministrative Agent in accordance with such paragraph, as applicable, will never (b) any nonpayment of such additional amounts prior to or upon such demand for payment by Administrative Agent shall not constitute a Default (whether retroactively or otherwise) and (c) none of such additional amounts shall be increased by more than deemed overdue prior to such a demand or shall accrue interest at the Maximum AdjustmentDefault Rate prior to such a demand. (de) Each party hereto hereby agrees that neither the Administrative Agent nor the any Sustainability Structuring Agents Agent shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company of any Sustainability Applicable Fee Adjustment or any Sustainability Rate Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (ef) To the extent any event occurs (which would include, without limitation, a material disposition or material acquisition) which, in the opinion of the Borrower and the Administrative Agent, acting reasonably, means that one or more of the KPI Metrics and/or applicable specified value in the Sustainability Table is no longer appropriate, then the Borrower and the Administrative Agent will notify the Lenders that the Borrower and the Administrative Agent have determined that such KPI Metric and/or applicable specified value in the Sustainability Table should no longer apply. In such scenario, unless, prior to 5:00 p.m. on the event of a Regulatory Change in relation to any Key Performance Indicatorfifth Business Day following the date the Administrative Agent so notifies the Lenders, the Company Lenders comprising the Required Lenders deliver to the Administrative Agent written notice that such Required Lenders object to such determination, the Borrower will cease to refer to the applicable KPI Metric and/or applicable specified value in the Sustainability Table in the Pricing Certificate for such period and no Sustainability Rate Adjustment or Sustainability Fee Adjustment shall be made in respect of such KPI Metric. (g) Solely to the Lead extent that at any time there is only one Sustainability Structuring Agent shall negotiate under this Agreement and such Sustainability Structuring Agent ceases to be a Lender, the Borrower will use commercially reasonable efforts to seek to appoint another Person that is a Lender to fulfill the role of Sustainability Structuring Agent. (h) Notwithstanding anything to the contrary herein, in good faith, by no later than 60 days following the effective date of such Regulatory Change addition to any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on KPI Metric and/or the Sustainability Performance Thresholds. Such Table pursuant to Section 2.23(f), any other amendment, modification or other supplement, shall require supplement to the consent and approval of Sustainability Table may be entered into in writing executed only by the Company, the Lead Sustainability Structuring Agent Borrower and the Administrative Agent, each acting reasonably. Any such other amendment, modification or other supplement to the Sustainability Table pursuant to this Section 2.23(h) shall become effective at the later of (x) 5:00 p.m. on the fifth Business Day after the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of shall have posted such proposed amendment, modification or other supplement. If supplement to all Lenders unless, prior to such time, Lenders comprising the Company, the Lead Sustainability Structuring Agent and Required Lenders have delivered to the Administrative Agent do not agree written notice that such Required Lenders object to any such amendment, modification or other supplement following and (y) the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt date of written notice effectiveness of such proposed agreementamendment, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zeromodification or other supplement specified therein.

Sustainability Adjustments. (a) Following the date on which the Company provides a Pricing Certificate in respect of the most recently ended calendar year (commencing with the calendar year ending December 31, 2025), the Applicable Rate shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to (i) Each in the case of the interest rate spreads, the Sustainability Margin Rate Adjustment and (ii) in the case of the commitment fees, the Sustainability Commitment Fee Adjustment, in each case, as set forth in such Pricing Certificate. For purposes of the foregoing, (A) the Sustainability Rate Adjustment and the Sustainability Facility Commitment Fee Adjustment shall be effective on applied as of the fifth Business Day (such day, the “Sustainability Pricing Adjustment Date”) following receipt by the Administrative Agent of a Pricing Certificate delivered pursuant to Section 5.01(d), based upon the KPI Metrics and the calculations of the Sustainability Rate Adjustment Date and the Sustainability Commitment Fee Adjustment set forth in such Pricing Certificate, and (iiB) each change in the Applicable Margin and the Facility Fee Rate resulting from the delivery of a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next Sustainability Pricing Adjustment Date (or, in the event the Company fails to deliver a Pricing Certificate in accordance with Section 5.01(d), the last day such Sustainability Adjustment DatePricing Certificate could have been delivered pursuant to such Section). (b) For the avoidance of doubt, the Sustainability It is understood and agreed only one Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar year. It is further understood and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate will never be reduced or increased by more than [Redacted](i) in the case of the interest rate spreads, 0.050% and (ii) in each the case of the commitment fees, 0.010% pursuant to the Sustainability Margin Rate Adjustment or and the Sustainability Facility Commitment Fee Adjustment, as applicablerespectively, during any calendar year (and that at no time shall the “Maximum Adjustment”)Applicable Rate, whether with respect to the interest rate spreads or the commitments fees, be reduced below zero. For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Rate Adjustment or any adjustment to and the Facility Fee Rate due to a Sustainability Facility Commitment Fee Adjustment in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (c) If In the event the Company fails to provide deliver a Pricing Certificate in accordance with Section 5.01(d) with respect to a particular calendar year, the Lead Sustainability Structuring Rate Adjustment will be positive 0.050% and the Sustainability Commitment Fee Adjustment will be positive 0.010%, commencing on the last day such Pricing Certificate could have been delivered pursuant to such Section and continuing until the Company delivers a Pricing Certificate to the Administrative Agent for the applicable calendar year. (d) If (i)(A) any Lender becomes aware of any material inaccuracy in the Sustainability Rate Adjustment, the Sustainability Commitment Fee Adjustment or the KPI Metrics as reported in a Pricing Certificate (any such material inaccuracy, a “Pricing Certificate Inaccuracy”) and such Lender delivers, not later than 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 provided to each Lender and the Company), or (B) the Company becomes aware of a Pricing Certificate Inaccuracy and the Company and the Administrative Agent with shall mutually agree that there was a Pricing Certificate Inaccuracy at the time of delivery of a Pricing Certificate, and (ii) a proper calculation of the Sustainability Pricing Certificate Rate Adjustment, the Sustainability Commitment Fee Adjustment or one or more of the KPI Metrics would have resulted in an increase in the Applicable Rate for any calendar year within the timeframe indicated in Section 6.2period, the Applicable Margin Company shall be increased obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by [Redacted] the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Company under the Bankruptcy Code (or any comparable event under bankruptcy or insolvency laws of any other jurisdiction), automatically and without further action by the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submittedAdministrative Agent or any Lender), commencing on the Sustainability Adjustment Date and continuing until five but in any event within 10 Business Days following the date on which after the Company submits another Sustainability has received written notice of (in the case of clause (A) above), or has agreed in writing that there was (in the case of clause (B) above), a Pricing Certificate Inaccuracy, an amount equal to the excess of (1) the amount of interest and commitment fees that should have been paid for such Key Performance Indicator period over (or if no 2) the amount of interest and commitment fees actually paid for such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, that it period. It is understood and agreed that any Pricing Certificate Inaccuracy shall not constitute a Default or Event of Default; provided, that, the Applicable Margin Company complies with the terms of this Section 2.20 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 the Company under the Bankruptcy Code (or any comparable event under bankruptcy or insolvency laws of any other jurisdiction), (a) any additional amounts required to be paid pursuant to the immediately preceding paragraph shall not be due and payable until the Facility Fee Rateearlier to occur of (i) a written demand is made for such payment by the Administrative Agent in accordance with such paragraph or (ii) 10 Business Days after the Company has received written notice of (in the case of clause (A) above), as applicableor has agreed in writing that there was (in the case of clause (B) above), will never a Pricing Certificate Inaccuracy (such date, the “Certificate Inaccuracy Payment Date”), (b) any nonpayment of such additional amounts prior to the Certificate Inaccuracy Payment Date shall not constitute a Default (whether retroactively or otherwise) and (c) none of such additional amounts shall be increased by more than deemed overdue prior to the Maximum AdjustmentCertificate Inaccuracy Payment Date or shall accrue interest at the default rate pursuant to Section 2.10(d) prior to the Certificate Inaccuracy Payment Date. (de) Each party hereto hereby agrees that neither the Administrative Sustainability Structuring Agent nor the Sustainability Structuring Agents Administrative Agent shall have any responsibility for (or liability any Liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company of any Sustainability Applicable Rate Adjustment or any Sustainability Commitment Fee Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (ef) In If a Sustainability Recalculation Event shall have occurred after the event Effective Date, upon the written request of a Regulatory Change in relation to any Key Performance Indicatorthe Company or the Required Lenders, the Company Required Lenders and the Lead Sustainability Structuring Agent Company shall negotiate in good faith, by no later than 60 days following the effective date of such Regulatory Change any necessary amendment, modification or other supplement faith to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on amend the Sustainability Performance Thresholds. Such amendmentTable, modification or other supplement, shall require including the consent and approval of the Company, the Lead Sustainability Structuring Agent KPI Metrics Targets and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object KPI Metrics Thresholds set forth therein, to the extent implicated by such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator Recalculation Event and, notwithstanding anything to the contrary hereinin Section 9.02, for all purposes hereunderany such amendment may be effected by an agreement in writing entered into by the Company, the Administrative Agent and the Required Lenders; provided that (i) prior to the effectiveness of any such amendment, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator Table, the KPI Metrics Targets and the KPI Metrics Thresholds then set forth in this Agreement shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator remain in the Sustainability Pricing Certificate, effect and (ii) for the Maximum Adjustment shall be automatically updated to exclude any adjustments for avoidance of doubt, no such Key Performance Indicator and amendment may increase or decrease (iiiif such increase or decrease would have the effect of reducing the Applicable Rate) the Bonus Sustainability Margin percentages set forth in the definition of the terms GHG Emissions Commitment Fee Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator appliesAmount, notwithstanding anything to the contrary herein and for all purposes hereunder Renewable Electricity Percentage Commitment Fee Adjustment Amount, the Bonus Sustainability Margin GHG Emissions Rate Adjustment shall be deemed to be zeroAmount or the Renewable Electricity Percentage Rate Adjustment Amount, in each case, without the prior written consent thereto of each Lender.

Sustainability Adjustments. (a) Following the delivery of a Pricing Certificate in respect of the most recently ended calendar year and the publication (or delivery through an intranet website) of the Annual KPI Report for such calendar year, (i) Each the Applicable Margin shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Aggregate KPI Margin Adjustment as set forth in such Pricing Certificate in the manner and at the times described in this Section 2.23, and (ii) the Commitment Fee Rate shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Aggregate KPI Fee Adjustment as set forth in such Pricing Certificate in the manner and at the times described in this Section 2.23. For purposes of the Sustainability foregoing, (A) each of the Aggregate KPI Margin Adjustment and the Sustainability Facility Aggregate KPI Fee Adjustment shall be effective on as of the Sustainability Adjustment Date fifth (5th) Business Day following the later to occur of (x) the receipt by the Administrative Agent of a Pricing Certificate delivered pursuant to Section 2.23(f) and (iiy) the date on which the Annual KPI Report for the applicable calendar year is publicly disclosed, based upon the KPI Metrics set forth in such Pricing Certificate and the calculations of the Aggregate KPI Margin Adjustment and the Aggregate KPI Fee Adjustment, as applicable, therein (such day, the “Sustainability Pricing Adjustment Date”) and (B) each change in the Applicable Margin and the Facility Commitment Fee Rate resulting from a Sustainability Pricing Certificate and the Aggregate KPI Margin Adjustment and the Aggregate KPI Fee Adjustment related thereto shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment DateDate (or, in the case of non-delivery of a Pricing Certificate for the immediately following period, the last day such Pricing Certificate for such following period could have been delivered pursuant to the terms of Section 2.23(f)). (b) For the avoidance of doubt, the Sustainability only one Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar year. It is further understood and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] 5.0 basis points and the Facility Commitment Fee Rate will never be reduced or increased by more than [Redacted]1.0 basis point, in each case pursuant to the Sustainability Aggregate KPI Margin Adjustment or the Sustainability Facility Aggregate KPI Fee Adjustment, as applicable, during any calendar year (the “Maximum Adjustment”)year. For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment or any adjustment to the Facility Commitment Fee Rate due to a Sustainability Facility Fee Adjustment by reason of application of one or several KPI Metrics in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall apply only apply during the applicable period set forth in Section 2.23(a)(ii)(B). (c) It is hereby understood and agreed that if no Pricing Certificate has been delivered by the Borrower within the period set forth in Section 2.23(f), the Aggregate KPI Margin Adjustment will be positive 5.0 104486778_2104486778_9 basis points and the Aggregate KPI Fee Adjustment will be positive 1.0 basis point commencing on the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 2.23(f) and continuing until the Borrower delivers a Pricing Certificate to the Administrative Agent. (d) If (i)(A) an Authorized Officer of the Borrower or any Lender becomes aware of any material inaccuracy in any KPI 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 five (5) 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 other Lender and the Borrower), or (B) the Borrower 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 any KPI Adjustment or the KPI Metrics would have resulted in an increase in the Applicable Margin and the Commitment Fee Rate for any period, the Borrower shall be obligated to pay to the Administrative Agent, for the account of the applicable Lenders (including, without limitation, the Swingline Lenders), 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 the Borrower under any Debtor Relief Law, automatically and without further action by the Administrative Agent or any Lender), but in any event within ten (10) Business Days after the Borrower has received written notice of, or has agreed in writing that there was, a Pricing Certificate Inaccuracy, an amount equal to the excess of (1) the amount of interest and fees that should have been paid by the Borrower for such period over (2) the amount of interest and fees actually paid by the Borrower for such period. If an Authorized Officer of the Borrower becomes aware of any Pricing Certificate Inaccuracy and, in connection therewith, if a proper calculation of the KPI Adjustment or the KPI Metrics would have resulted in a decrease in the Applicable Margin and the Commitment Fee Rate for any period, then, upon receipt by the Administrative Agent of notice from the Borrower of such Pricing Certificate Inaccuracy (which notice shall include corrections to the calculations of such KPI Adjustment or the KPI Metrics, as applicable), commencing on the Business Day following receipt by the Administrative Agent of such notice, the Applicable Margin and the Commitment Fee Rate shall be adjusted to reflect the corrected calculations of such KPI Adjustment or the KPI Metrics, as applicable. (e) It is understood and agreed that any Pricing Certificate Inaccuracy (and any consequences thereof) shall not constitute a Default or Event of Default, provided, that the Borrower 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 the Borrower under any Debtor Relief Law, (i) any additional amounts required to be paid pursuant the immediately preceding paragraph shall not be due and payable until the date that is ten (10) Business Days after a written demand is made for such payment by the Administrative Agent in accordance with such paragraph, (ii) any nonpayment of such additional amounts prior to or upon the date that is ten (10) Business Days after such written demand for payment by the Administrative Agent shall not constitute a Default (whether retroactively or otherwise) or Event of Default and (iii) none of such additional amounts shall be deemed overdue prior to such date that is ten (10) Business Days after such written demand nor shall such additional amounts accrue interest pursuant to Section 2.13(b) prior to such date that is ten (10) Business Days after such written demand. (f) No later than five (5) Business Days following the publication of the Annual KPI Report for any calendar year (commencing with the Annual KPI Report for the calendar year ending December 31, 2021), and in any event no earlier than April 1st and no later than June 30th of each calendar year (such date, the “Pricing Certificate Delivery Date”) (commencing with June 30, 2022), the Borrower shall deliver to the Administrative Agent a Pricing Certificate for the most recently-ended calendar year; provided, that, (i) such Pricing Certificate may be marked “confidential” and may be delivered to the Administrative Agent on, prior to, or after the date on which the next adjustment Annual KPI Report is due to take place. publicly disclosed (c) If provided, that, for the Company fails to provide the Lead Sustainability Structuring Agent and avoidance of doubt, the Administrative Agent shall be permitted to share the Pricing Certificate with the Sustainability Pricing Certificate or one or more of the KPI Metrics Lenders) and (ii) for any calendar year within the timeframe indicated Borrower may elect not to deliver a Pricing Certificate, and such election shall not constitute a Default or Event of Default (but such failure to so deliver a Pricing Certificate on or prior to the Pricing Certificate Delivery Date shall result in the Aggregate KPI Margin Adjustment and the Aggregate KPI Fee Adjustment being applied as set forth in Section 6.2, the Applicable Margin shall be increased by [Redacted] and the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submitted, commencing on the Sustainability Adjustment Date and continuing until five Business Days following the date on which the Company submits another Sustainability Pricing Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate is provided, for the subsequent calendar year2.23(c); provided, that it is understood and agreed that the Applicable Margin and the Facility Fee Rate, as applicable, will never be increased by more than the Maximum Adjustment). (dg) Each party hereto hereby agrees that neither the Administrative Agent nor the any Co-Sustainability Structuring Agents Agent shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company Borrower of any Sustainability Applicable Rate KPI Adjustment (or any of the data or computations 104486778_2104486778_9 that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Administrative Agent and Co-Sustainability Structuring Agent and the Administrative Agent Agents may rely conclusively on any such certificate, without further inquiry). (eh) In To the event extent that each of the Co-Sustainability Structuring Agents ceases to be a Lender, the Borrower will use commercially reasonable efforts to seek to appoint one or more other Persons (each of which shall be a Lender) to fulfill the role of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Co-Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following Agent. (i) Notwithstanding the effective date foregoing provisions of such Regulatory Change this Section 2.23 or any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything provision to the contrary hereincontained in this Agreement or any other Loan Document, for all purposes hereunderafter October 15, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies2026, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificatethis Section 2.23, (ii) the Maximum Adjustment shall be automatically updated adjustments to exclude the Applicable Margin and Commitment Fee Rate set forth in this Section 2.23 (including any such adjustments for such Key Performance Indicator then in effect that were made pursuant to Section 2.23(a) or Section 2.23(c), as applicable, based on the most recent Pricing Certificate delivered (or that the Borrower failed to deliver) pursuant to Section 2.23(f)), and (iii) the Bonus Sustainability Margin Adjustment reporting requirements (including the requirement to deliver a Pricing Certificate) contained in this Section 2.23, shall terminate and be automatically adjusted of no further force or effect; provided, however, that Sections 2.23(d) and 2.23(e) (including the obligations of the Borrower pursuant to exclude any performance requirement such Sections with respect to any Pricing Certificate Inaccuracy) shall survive such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein termination and for remain in full force and effect at all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zerotimes following such date.

Sustainability Adjustments. (a) Effective as of the fifth Business Day following receipt by the Administrative Agent of a Sustainability Certificate delivered pursuant to Section 1.09(e) (such day, the “Sustainability Pricing Adjustment Date”) in respect of the most recently ended Reference Year, commencing with the Reference Year ending July 31, 2024, (i) Each of the Applicable Rate shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Margin Rate Adjustment and the as set forth in such Sustainability Facility Fee Adjustment shall be effective on the Sustainability Adjustment Date Certificate, and (ii) each the Commitment Fee shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Commitment Fee Adjustment as set forth in such Sustainability Certificate. Each change in the Applicable Margin Rate and the Facility Commitment Fee Rate resulting from a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment Date. (b) In the event the Borrower does not deliver a Sustainability Certificate within the period set forth in Section 1.09(e) or any Sustainability Certificate shall be incomplete and fail to satisfy the requirements set forth in the definition of "Sustainability Certificate" (including the failure to set forth the Sustainability Rate Adjustment and the Sustainability Commitment Fee Adjustment and calculations in reasonable detail of the KPI Metrics, in each case, for the applicable Reference Year), the Sustainability Rate Adjustment will be positive 0.05% and the Sustainability Commitment Fee Adjustment will be positive 0.01% commencing on the fifth Business Day following the last day such Sustainability Certificate should have been delivered pursuant to the terms of Section 1.09(e) and continuing until the fifth Business Day following receipt by the Administrative Agent of a complete Sustainability Certificate for such Reference Year. (c) For the avoidance of doubt, the only one Sustainability Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar year. It is further understood Reference Year and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate will never be reduced or increased by more than [Redacted], in each case pursuant to the Sustainability Margin Adjustment or the Sustainability Facility Fee Adjustment, as applicable, during any calendar year (the “Maximum Adjustment”). For the avoidance of doubt, any adjustment to the Applicable Margin due Rate or the Commitment Fee by reference to a Sustainability Margin Adjustment or any adjustment to of the Facility Fee Rate due to a Sustainability Facility Fee Adjustment KPI Metrics in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (c) If the Company fails to provide the Lead Sustainability Structuring Agent and the Administrative Agent with the Sustainability Pricing Certificate or one or more of the KPI Metrics for any calendar year within the timeframe indicated in Section 6.2, the Applicable Margin shall be increased by [Redacted] and the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submitted, commencing on the Sustainability Adjustment Date and continuing until five Business Days following the date on which the Company submits another Sustainability Pricing Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate occur. It is provided, for the subsequent calendar year); provided, that it is further understood and agreed that the Applicable Margin and the Facility Fee Rate, as applicable, Rate will never be reduced or increased by more than 0.05% and that the Maximum Commitment Fee will never be reduced or increased by more than 0.01%, pursuant to the Sustainability Rate Adjustment and the Sustainability Commitment Fee Adjustment, respectively, during any Reference Year; provided that, and notwithstanding anything to the contrary in this Agreement (including any provision of Section 9.02 requiring the consent of “each Lender directly affected thereby” for reductions in interest rates or fees), the definitions of KPI 1, KPI 2, Reference Year, Sustainability Rate Adjustment (and the definitions of the components thereof), Sustainability Metric Auditor and Sustainability Report, and the Sustainability Table may be amended or otherwise modified with the consent of the Borrower, the Administrative Agent and the Required Lenders; provided, however, for the avoidance of doubt, any changes to the Applicable Rate pursuant to any Sustainability Rate Adjustment and the Commitment Fee pursuant to the Sustainability Commitment Fee Adjustment in excess of the amounts set forth above shall be subject to the consent of “each Lender directly affected thereby” in accordance with Section 9.02. (d) Each party hereto hereby agrees that neither If (i)(A) the Administrative Agent nor becomes aware of any material inaccuracy in the Sustainability Structuring Agents shall have any responsibility for (Rate Adjustment, the Sustainability Commitment Fee Adjustment or liability the KPI Metrics as reported in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company of any Sustainability Applicable Rate Adjustment Certificate (or any of the data or computations that are part of or related to any such calculationmaterial inaccuracy, a “Sustainability Certificate Inaccuracy”) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on notifies the Borrower thereof, or (B) any Lender becomes aware of any Sustainability Certificate Inaccuracy and such certificate, without further inquiry). (e) In the event of Lender delivers a Regulatory Change in relation written notice to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following the effective date of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object the Borrower describing such Sustainability Certificate Inaccuracy in reasonable detail (which description shall be shared with the Borrower), or (C) the Borrower becomes aware of a Sustainability Certificate Inaccuracy and delivers notice thereof to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object and (ii) a proper calculation of the Sustainability Rate Adjustment, Sustainability Commitment Fee Adjustment or the KPI Metrics would have resulted in no adjustment or an increase in the Applicable Rate or Commitment Fee for any applicable period, (x) commencing on the fifth Business Day following delivery of a corrected Sustainability Certificate to the Administrative Agent, the Applicable Rate and Commitment Fee shall be adjusted (if required) to reflect such agreement corrected calculations of the Sustainability Rate Adjustment and the Sustainability Commitment Fee Adjustment and (y) the Borrower shall be obligated to pay to the Administrative Agent for the account of the applicable Lenders, 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 the Borrower under any Debtor Relief Laws, automatically and without further action by the Administrative Agent or any Lender), but in any event within five ten (10) Business Days after the Lenders’ receipt of Borrower has received written notice of, or has determined that there was, a Sustainability Certificate Inaccuracy, an amount equal to the excess of (1) the amount of interest and fees that should have been paid for such proposed agreementperiod over (2) the amount of interest and fees actually paid for such period. It is understood and agreed that any Sustainability Certificate Inaccuracy shall not constitute a Default or Event of Default or otherwise result in the failure of any condition precedent to any advance; provided, that, the Borrower complies with the terms of this Section 1.09(d) with respect to such Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding 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 all purposes hereunderrelief with respect to the Borrower under any Debtor Relief Laws, (x) any additional amounts required to be paid pursuant to this paragraph shall not be due and payable until the earlier to occur of (I) a written demand is made for such payment by the Administrative Agent in accordance with this paragraph or (II) 10 Business Days after the Borrower has received written notice of, or has determined that there was, a Sustainability Certificate Inaccuracy (such earlier date, the Sustainability Applicable Rate Adjustment for “Certificate Inaccuracy Payment Date”), (y) any nonpayment of such Key Performance Indicator additional amounts prior to the Certificate Inaccuracy Payment Date shall not constitute a Default (whether retroactively or otherwise) and (z) none of such additional amounts shall be deemed overdue prior to be zero. In the case Certificate Inaccuracy Payment Date or shall accrue interest at the default rate pursuant to Section 2.10(b) prior to the Certificate Inaccuracy Payment Date. (e) As soon as available and in any event within 180 days after the Borrower files its Annual Report on Form 10-K for the fiscal year of the Borrower (commencing with the Borrower’s Annual Report on Form 10-K for the fiscal year ending July 31, 2024), the Borrower shall deliver to the Administrative Agent and the Lenders, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders, a Sustainability Certificate for the most recently-ended Reference Year; provided, that, for any Reference Year the Borrower may elect not to deliver a Sustainability Certificate, and such Key Performance Indicator no longer applieselection shall not constitute a Default or Event of Default (but such failure to so deliver a Sustainability Certificate by the end of such 180-day period shall result in the Sustainability Rate Adjustment and the Sustainability Commitment Fee Adjustment being applied as set forth in Section 1.09(b)). (f) If, after the date hereof, there occurs any Sustainability Recalculation Event, and either (i) the Company will then cease Borrower notifies the Administrative Agent in writing that the Borrower requests an amendment to refer any provision hereof to eliminate, accommodate or otherwise take into account the applicable Key Performance Indicator in the effect of such Sustainability Pricing CertificateRecalculation Event, or (ii) the Maximum Adjustment Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision or provisions hereof for such purpose (it being understood and agreed that any such notice may be given before or after such Sustainability Recalculation Event has occurred), then (A) the Borrower and the Administrative Agent shall negotiate in good faith to amend the provisions hereof to eliminate, accommodate or otherwise take into account the effect of such Sustainability Recalculation Event for the period from and after the occurrence of such Sustainability Recalculation Event, and (B) the provisions of this Agreement shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) interpreted on the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zero.basis of

Sustainability Adjustments. (a) Following the date on which the Borrower provides a Sustainability Certificate in respect of the most recently ended Reference Year, the Applicable Margin shall be decreased (ior not decreased), as applicable, pursuant to the Sustainability Rate Adjustment as set forth in such Sustainability Certificate. For purposes of the foregoing, (A) Each the Sustainability Rate Adjustment shall be determined as of the fifth Business Day following receipt by the Administrative Agent of a Sustainability Certificate delivered pursuant Section 3.11(f) based upon the KPI Metrics set forth in such Sustainability Certificate and the calculations of the Sustainability Margin Rate Adjustment and therein (such day, the “Sustainability Facility Fee Pricing Adjustment shall be effective on the Sustainability Adjustment Date Date”) and (iiB) each change in the Applicable Margin and the Facility Fee Rate resulting from a Sustainability Pricing Certificate (or the non-delivery or delivery of an incomplete Sustainability Certificate) shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment DateDate (or, in the case of non-delivery of a Sustainability Certificate, the last day such Sustainability Certificate could have been delivered pursuant to the terms of Section 3.11(f)). (b) For the avoidance of doubt, the only one Sustainability Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar yearReference Year. It is further understood and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate will never be reduced or increased by more than [Redacted]0.025%, in each case pursuant to the Sustainability Margin Rate Adjustment or during any Reference Year; provided that, and notwithstanding anything to the contrary in this Agreement, the definitions of Tenant SBT Percentage and the Sustainability Facility Fee AdjustmentTable may be amended or otherwise modified with the consent of the Borrower, as applicablethe Sustainability Structuring Agent, during any calendar year (the “Maximum Adjustment”)Administrative Agent and the Requisite Lenders. For the avoidance of doubt, any adjustment to the Applicable Margin due by reference to a Sustainability Margin Adjustment or any adjustment to of the Facility Fee Rate due to a Sustainability Facility Fee Adjustment KPI Metrics in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (c) It is hereby understood and agreed that if no such Sustainability Certificate is delivered by the Borrower, or any Sustainability Certificate shall be incomplete and fail to include the KPI Metric for the applicable Reference Year, within the period set forth in Section 3.11(f), the Sustainability Rate Adjustment will be 0.00% commencing on the last day such Sustainability Certificate could have been delivered pursuant to the terms of Section 3.11(f) and continuing until the Borrower delivers a Sustainability Certificate to the Administrative Agent for the applicable Reference Year. (d) If (i)(A) any Lender becomes aware of any material inaccuracy in the Company fails Sustainability Rate Adjustment or the KPI Metrics as reported in any Sustainability Certificate (any such material inaccuracy, a “Sustainability Certificate Inaccuracy”) and such Lender delivers, not later than ten (10) Business Days after obtaining knowledge thereof, a written notice to provide the Lead Administrative Agent describing such Sustainability Structuring Agent Certificate Inaccuracy in reasonable detail (which description shall be shared with each Lender and the Borrower), or (B) the Borrower becomes aware of a Sustainability Certificate Inaccuracy and the Borrower and the Administrative Agent with shall mutually agree that there was a Sustainability Certificate Inaccuracy at the time of delivery of any Sustainability Certificate, and (ii) a proper calculation of the Sustainability Pricing Certificate Rate Adjustment or one or more of the KPI Metrics for any calendar year within the timeframe indicated Metric would have resulted in Section 6.2, no adjustment or an increase in the Applicable Margin for any applicable period, the Borrower shall be increased obligated to pay to the Administrative Agent for the account of the applicable Lenders promptly on demand by [Redacted] the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under any Debtor Relief Laws, automatically and without further action by the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submittedAdministrative Agent, commencing on the Sustainability Adjustment Date and continuing until five any Lender), but in any event within ten (10) Business Days following after the date on which Borrower has received written notice of, or has agreed in writing that there was, a Sustainability Certificate Inaccuracy, an amount equal to the Company submits another Sustainability Pricing Certificate excess of (1) the amount of interest and fees that should have been paid for such Key Performance Indicator period over (or if no 2) the amount of interest and fees actually paid for such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, that it period. It is understood and agreed that any Sustainability Certificate Inaccuracy shall not constitute a Default or Event of Default; provided, that, the Applicable Margin Borrower complies with the terms of this Section 3.11(d) with respect to such Sustainability 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 the Borrower under any Debtor Relief Laws, (x) any additional amounts required to be paid pursuant to the immediately preceding paragraph shall not be due and payable until the Facility Fee Rateearlier to occur of (I) a written demand is made for such payment by the Administrative Agent in accordance with such paragraph or (II) 10 Business Days after the Borrower has received written notice of, as applicableor has agreed in writing that there was, will never a Sustainability Certificate Inaccuracy (such date, the “Certificate Inaccuracy Payment Date”), (y) any nonpayment of such additional amounts prior to the Certificate Inaccuracy Payment Date shall not constitute a Default (whether retroactively or otherwise) and (z) none of such additional amounts shall be increased by more than deemed overdue prior to the Maximum AdjustmentCertificate Inaccuracy Payment Date or shall accrue interest at the Post-Default Rate prior to the Certificate Inaccuracy Payment Date. (de) Each party hereto hereby agrees that neither the Administrative Sustainability Structuring Agent nor the Sustainability Structuring Agents Administrative Agent shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company Borrower of any Sustainability Applicable Rate Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (ef) In the As soon as available and in any event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 within 120 days following the effective date end of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval each fiscal year of the CompanyBorrower (commencing with the fiscal year ending 2023), the Lead Sustainability Structuring Agent and Borrower shall deliver to the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object the Lenders, in form and detail satisfactory to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Administrative Agent and the Administrative Agent do Requisite Lenders: a Sustainability Certificate for the most recently- ended Reference Year; provided, that, for any Reference Year the Borrower may elect not agree to any deliver a Sustainability Certificate, and such amendment, modification election shall not constitute a Default or supplement following Event of Default (but such failure to so deliver a Sustainability Certificate by the 60 end of such 120-day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zero.

Sustainability Adjustments. (a) (i) Each of the Sustainability Margin Adjustment and the Sustainability Facility Fee Adjustment shall be effective on the Sustainability Adjustment Date and (ii) each change in the Applicable Margin and the Facility Fee Rate resulting from a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Adjustment Date and ending on the date immediately preceding the next such Sustainability Adjustment Date. (b) For the avoidance of doubt, the Sustainability Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar year. It is further understood and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate will never be reduced or increased by more than [Redacted], in each case pursuant to the Sustainability Margin Adjustment or the Sustainability Facility Fee Adjustment, as applicable, during any calendar year (the “Maximum Adjustment”). For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment or any adjustment to the Facility Fee Rate due to a Sustainability Facility Fee Adjustment in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (c) If the Company fails to provide the Lead Sustainability Structuring Agent and the Administrative Agent with the Sustainability Pricing Certificate or one or more of the KPI Metrics for any calendar year within the timeframe indicated in Section 6.26.26.2, the Applicable Margin shall be increased by [Redacted] and the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submitted, commencing on the Sustainability Adjustment Date and continuing until five Business Days following the date on which the Company submits another Sustainability Pricing Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, that it is understood and agreed that the Applicable Margin and the Facility Fee Rate, as applicable, will never be increased by more than the Maximum Adjustment. (d) Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability Structuring Agents shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company of any Sustainability Applicable Rate Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (e) In the event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following the effective date of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zero.

Sustainability Adjustments. (a) Following the date on which the Company provides a Pricing Certificate in respect of the most recently ended reporting period, (i) Each the Applicable Rate for the Commitment Fee shall be increased or decreased, as applicable, pursuant to the Sustainability Fee Adjustment as set forth in such Pricing Certificate and (ii) the Applicable Rate for Term Rate, Letters of Credit, Base Rate and Canadian Prime Rate shall be increased or decreased, as applicable, pursuant to the Sustainability Rate Adjustment as set forth in such Pricing Certificate. For purposes of the foregoing, (A) the Sustainability Margin Fee Adjustment and the Sustainability Facility Fee Rate Adjustment shall be effective on determined as of the fifth Business Day following receipt by the Administrative Agent of a Pricing Certificate delivered pursuant to Section 6.02(d) based upon the KPI Metrics set forth in such Pricing Certificate and the calculations of the Sustainability Fee Adjustment Date and the Sustainability Rate Adjustment, as applicable, therein (such day, the “Sustainability Pricing Adjustment Date”) and (iiB) each change in the Applicable Margin and the Facility Fee Rate resulting from a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment DateDate (or, in the case of non-delivery of a Pricing Certificate, the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 6.02(d)). It is hereby understood and agreed that if the KPI Metrics Report attached to such Pricing Certificate does not contain all material information and data with respect to a KPI Metric, the Greenhouse Gas Emissions Intensity Reduction Fee Adjustment Amount, Gender Pay Equity Fee Adjustment Amount, Greenhouse Gas Emissions Intensity Reduction Rate Adjustment Amount or Gender Pay Equity Rate Adjustment Amount, as applicable, with respect to such KPI Metric, shall be positive for so long as such material information and data remains outstanding or incomplete in the reasonable opinion of the Sustainability Coordinator. (b) For the avoidance of doubt, the Sustainability only one Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar yearreporting period. It is further understood and agreed that the Applicable Margin Rate for the Commitment Fee will never be reduced by more than [Redacted] or increased by more than [Redacted] 1.0 basis point pursuant to the Sustainability Fee Adjustment and that the Facility Fee Applicable Rate for Term Rate, Letters of Credit, Base Rate and Canadian Prime Rate will never be reduced or increased by more than [Redacted], in each case 5.0 basis points pursuant to the Sustainability Margin Adjustment or the Sustainability Facility Fee Rate Adjustment, as applicable, during any calendar year (the “Maximum Adjustment”)fiscal year. For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment Rate by reason of meeting one or any adjustment to the Facility Fee Rate due to a Sustainability Facility Fee Adjustment both KPI Metrics in any calendar year reporting period shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next Pricing Certificate is delivered or required to be delivered pursuant to Section 6.02(d). Further, in no event shall any of the Applicable Rate for the Commitment Fee, Term Rate, Letters of Credit, Base Rate and Canadian Prime Rate be less than zero basis points per annum, including, for the avoidance of doubt, as a result of an adjustment is due to take placethe Applicable Rate for the Commitment Fee, Term Rate, Letters of Credit, Base Rate and Canadian Prime Rate based upon the Sustainability Fee Adjustment or Sustainability Rate Adjustment, as applicable. (c) It is hereby understood and agreed that if no such Pricing Certificate is delivered by the Company by the time required pursuant to Section 6.02(d), (i) the Sustainability Fee Adjustment will be positive 1.0 basis point and (ii) the Sustainability Rate Adjustment will be positive 5.0 basis points, commencing on the last day such Pricing Certificate was required to have been delivered and continuing until the Company delivers a Pricing Certificate for the applicable fiscal year to the Administrative Agent. (d) If (i)(A) the Company or any Lender becomes aware of any material inaccuracy in the Sustainability Rate Adjustment, the Sustainability Fee Adjustment, or the KPI Metrics as reported in a Pricing Certificate (any such material inaccuracy, a “Pricing Certificate AMERICAS/2022747386.20 Inaccuracy”) and, in the case of any Lender, such Lender delivers, not later than ten (10) Business Days after obtaining knowledge thereof, written notice to the Administrative Agent describing such Pricing Certificate Inaccuracy in reasonable detail (which description shall be shared with each Lender and the Company), or (B) the Company 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 Sustainability Rate Adjustment, the Sustainability Fee Adjustment or the KPI Metrics would have resulted in an increase in the Applicable Rate for any applicable period, the Company shall be obligated to pay to the Administrative Agent for the account of the applicable Lenders 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 the Company under the Bankruptcy Code (or any comparable event under non-U.S. Debtor Relief Laws), automatically and without further action by the Administrative Agent or any Lender), but in any event within ten (10) Business Days after the Company has received written notice of, or has agreed in writing that there was, a Pricing Certificate Inaccuracy, 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. If the Company fails to provide becomes aware of any Pricing Certificate Inaccuracy and, in connection therewith, if a proper calculation of the Lead Sustainability Structuring Agent and Rate Adjustment, the Sustainability Fee Adjustment or the KPI Metrics would have resulted in a decrease in the Applicable Rate for any period, then, upon receipt by the Administrative Agent with of notice from the Company of such Pricing Certificate Inaccuracy (which notice shall include (i) corrections to the calculations of the Sustainability Pricing Certificate Rate Adjustment, the Sustainability Fee Adjustment or one or more the KPI Metrics, as applicable, and (ii) a report addressed to the Administrative Agent of the KPI Metrics for Auditor or ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Public Limited Company (or any calendar year within other firm designated by the timeframe indicated in Section 6.2Borrower and reasonably acceptable to the Sustainability Coordinator), as applicable, certifying such corrections to the calculations of the Sustainability Rate Adjustment, the Applicable Margin shall be increased by [Redacted] and Sustainability Fee Adjustment or the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submittedMetrics, as applicable), commencing on the Business Day following receipt by the Administrative Agent of such notice, the Applicable Rate shall be adjusted to reflect the corrected calculations of the Sustainability Rate Adjustment, the Sustainability Fee Adjustment Date and continuing until five Business Days following or the date on which the Company submits another Sustainability Pricing Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate is providedKPI Metrics, for the subsequent calendar year); provided, that it as applicable. It is understood and agreed that any Pricing Certificate Inaccuracy with respect to any applicable period shall not constitute a Default; provided that the Applicable Margin Company complied with the terms of this Section 2.20(d) 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 the Company under the Bankruptcy Code (or any comparable event under non-U.S. 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 Facility Fee RateAdministrative Agent in accordance with such paragraph, as applicable, will never (b) any nonpayment of such additional amounts prior to or upon such demand for payment by Administrative Agent shall not constitute a Default (whether retroactively or otherwise) and (c) none of such additional amounts shall be increased by more than deemed overdue prior to such a demand or shall accrue interest at the Maximum AdjustmentDefault Rate prior to such a demand. (de) Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability Structuring Agents Coordinator shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company of any Sustainability Applicable Rate Adjustment or any Sustainability Fee Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (e) In the event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 days following the effective date of such Regulatory Change any necessary amendment, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company, the Lead Sustainability Structuring Agent and the Administrative Agent and will take effect so long as Lenders constituting Required Lenders do not object to such changes within five Business Days after receiving written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object to such agreement within five Business Days after the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zero.AMERICAS/2022747386.20

Sustainability Adjustments. (a) Following the date on which Borrower provides a Pricing Certificate in respect of the most recently ended Reference Year, the Applicable Margin shall be adjusted, as applicable, pursuant to the Sustainability Margin Adjustment as set forth in such Pricing Certificate. For purposes of the foregoing, (i) Each the Sustainability Margin Adjustment shall be determined as of the fifth Business Day following receipt by the Administrative Agent of a Pricing Certificate delivered pursuant to Section 1.7(f) based upon the KPI Metric for the applicable Reference Year set forth in such Pricing Certificate and the calculations of the Sustainability Margin Adjustment, therein (such day, the “Sustainability Pricing Adjustment and the Sustainability Facility Fee Adjustment shall be effective on the Sustainability Adjustment Date Date”) and (ii) each change in the Applicable Margin and the Facility Fee Rate resulting from a Sustainability Pricing Certificate (or the non-delivery or delivery of an incomplete Pricing Certificate) shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment DateDate (or, in the case of non-delivery of a Pricing Certificate, the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 1.7(f)). (b) For the avoidance of doubt, the Sustainability only one Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar yearReference Year. It is further understood and agreed that (i) the LIBORTerm SOFR Applicable Margin, the Adjusted Daily Simple SOFR Applicable Margin and the Base Rate Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate will never be reduced or increased by more than [Redacted], in each case 0.01% pursuant to the Sustainability Margin Adjustment or the Sustainability Facility Fee Adjustment, as applicable, during any calendar year yeartwelve-month period and (the “Maximum Adjustment”)ii) at no time shall any Applicable Margin be less than 0.0%. For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment or any adjustment by reference to the Facility Fee Rate due to a Sustainability Facility Fee Adjustment KPI Metric Target in any calendar year Reference Year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. (c) It is hereby understood and agreed that if no such Pricing Certificate is delivered, or any Pricing Certificate shall be incomplete and fail to include the KPI Metric for the applicable Reference Year, within the period set forth in Section 1.7(f), the Sustainability Margin Adjustment will be made to the Applicable Margin commencing on the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 1.7(f). (d) If (i)(A) the Company fails Borrower or any Lender becomes aware of any material inaccuracy in the Sustainability Margin Adjustment, the KPI Metric 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 provide the Lead Sustainability Structuring Agent and the Administrative Agent describing such Pricing Certificate Inaccuracy in reasonable detail (which description shall be shared with each Lender and the Borrower), or (B) the Borrower 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 Sustainability Pricing Certificate or one or more of Margin Adjustment, the KPI Metrics for any calendar year within the timeframe indicated Metric would have resulted in Section 6.2, no adjustment to the Applicable Margin for any period, the Borrower shall be increased obligated to pay to the Administrative Agent for the account of the applicable Lenders, as the case may be, promptly on demand by [Redacted] the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under any Debtor Relief Laws, automatically and without further action by the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submittedAdministrative Agent, commencing on the Sustainability Adjustment Date and continuing until five any Lender), but in any event within ten (10) Business Days following after the date on which the Company submits another Sustainability Borrower has received written notice of, or has agreed in writing that there was, a Pricing Certificate Inaccuracy, an amount equal to the excess of (1) the amount of interest and fees that should have been paid for such Key Performance Indicator period over (or if no 2) the amount of interest and fees actually paid for such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, that it period. It is understood and agreed that any Pricing Certificate Inaccuracy shall not constitute a Default or Event of Default or otherwise result in the Applicable Margin failure of any condition precedent to any advance or the issuance of any Letter of Credit; provided, that, the Borrower complies with the terms of this Section 1.7(d) 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 the Borrower under any Debtor Relief Laws, (a) any additional amounts required to be paid pursuant to the immediate preceding paragraph shall not be due and payable until a written demand is made for such payment by the Facility Fee RateAdministrative Agent in accordance with such paragraph, as applicable, will never (b) any nonpayment of such additional amounts prior to or concurrently with such demand for payment by the Administrative Agent shall not constitute a Default (whether retroactively or otherwise) and (c) none of such additional amounts shall be increased by more than deemed overdue prior to such a demand or shall accrue interest at the Maximum Adjustmentdefault rateDefault Rate pursuant to Section 2.14 prior to such a demand. (de) Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability Structuring Agents shall have any no responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company Borrower of any Sustainability Applicable Rate Margin Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any KPI Metrics Report or any Sustainability Pricing Certificate (and the Lead Sustainability Structuring Agent and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (ef) In the As soon as available and in any event of a Regulatory Change in relation to any Key Performance Indicator, the Company and the Lead Sustainability Structuring Agent shall negotiate in good faith, by no later than 60 within 90 days following the effective date end of such Regulatory Change any necessary amendmenteach calendar year (commencing with the calendar year ending December 31, modification or other supplement to Schedule 6.2 (Sustainability Performance Thresholds) (and /or any component definitions thereof) solely to reasonably accommodate the effect of such Regulatory Change on the Sustainability Performance Thresholds. Such amendment, modification or other supplement, shall require the consent and approval of the Company2021), the Lead Sustainability Structuring Borrower may deliver a Pricing Certificate to the Administrative Agent (and the Administrative Agent shall promptly provide a copy to each Lender) for the most recently-ended Reference Year; provided, that, for any Reference Year the Borrower may elect not to deliver a Pricing Certificate, and will take effect such election shall not constitute a Default or Event of Default (but such failure to so long deliver a Pricing Certificate by the end of such 90-day period shall result in the Sustainability Margin Adjustment being applied as Lenders constituting Required Lenders do not object set forth in Section 1.7(c)). Subject to such changes within five Business Days after receiving the provisions of Section 1.7(b), the Borrower may, at its election exercisable by delivering written notice of such proposed amendment, modification or other supplement. If the Company, the Lead Sustainability Structuring Agent and the Administrative Agent do not agree to any such amendment, modification or supplement following the 60 day period, then, upon the written agreement among the Company, the Lead Sustainability Structuring Agent and the Administrative Agent, which will take effect so long as Lenders constituting Required Lenders do not object adjust the Reference Year and the timing of delivery of the Pricing Certificate in a manner intended to such agreement within five Business Days after maintain consistency with the Lenders’ receipt of written notice of such proposed agreement, the Sustainability Applicable Rate Adjustment shall cease to apply for the relevant Key Performance Indicator and, notwithstanding anything to the contrary herein, for all purposes hereunder, the Sustainability Applicable Rate Adjustment for such Key Performance Indicator shall be deemed to be zero. In the case such Key Performance Indicator no longer applies, (i) the Company will then cease to refer to the applicable Key Performance Indicator in the Sustainability Pricing Certificate, (ii) the Maximum Adjustment shall be automatically updated to exclude any adjustments for such Key Performance Indicator and (iii) the Bonus Sustainability Margin Adjustment shall be automatically adjusted to exclude any performance requirement with respect to such Key Performance Indicator; provided that if no Key Performance Indicator applies, notwithstanding anything to the contrary herein and for all purposes hereunder the Bonus Sustainability Margin Adjustment shall be deemed to be zeroforegoing.