Upon the effectiveness of any such ESG Amendment, based on the Borrowers’ performance against the KPIs and/or ESG Ratings and associated SPTs, certain adjustments (an increase, a decrease, or no adjustment) to the unused line fee set forth in [Section 3.2(a)] of this Agreement and the Applicable Margin will be made; provided, that, # the amount of any such adjustments made pursuant to an ESG Amendment shall not exceed # in the case of the unused line fee set forth in [Section 3.2(a)] of this Agreement, an increase and/or decrease of 1.00 basis point and # in the case of the Applicable Margin, an increase and/or decrease of 5.00 basis points, # in no event shall the unused line fee set forth in [Section 3.2(a)] of this Agreement or the Applicable Margin be less than 0% and # for the avoidance of doubt, such pricing adjustments shall not be cumulative year-over-year and each applicable adjustment shall only apply until the date on which the next adjustment is due to take place.

Adjustments upon Changes in Capitalization. In the event of changes in the outstanding Common Stock or in the capital structure of the Company by reason of any stock or extraordinary cash dividend, stock split, reverse stock split, an extraordinary corporate transaction such as any recapitalization, reorganization, merger, consolidation, combination, exchange, or other relevant change in capitalization occurring after the grant date of any Award, Awards granted under the Plan and any Award Agreements, the exercise price of Options and SARs, the performance goals to which Performance Units are subject, the maximum number of shares of Common Stock in the Plan Pool subject to all Awards will be equitably adjusted or substituted, as to the number, price or kind of a share of Common Stock or other consideration subject to such Awards to the extent necessary to preserve the economic intent of such Award. In the case of adjustments made pursuant to this [Section 2.3(b)], unless the Committee specifically determines that such adjustment is in the best interests of the Company or its affiliates, the Committee shall, in the case of ISOs, ensure that any adjustments under this [Section 2.3(b)] will not constitute a modification, extension or renewal of the ISOs within the meaning of Section 424(h)(3) of the Code and in the case of Non-qualified Options, ensure that any adjustments under this [Section 2.3(b)] will not constitute a modification of such Non-qualified Options within the meaning of [Section 409A]. Any adjustments made under this [Section 2.3(b)] shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the 1934 Act. The Company shall give each affected Grantee notice of an adjustment hereunder and, upon notice, such adjustment shall be conclusive and binding for all purposes.

Subject to any required action by the shareholders of the Company, the number of Shares covered by each outstanding Award, and the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan, the exercise or purchase price of each such outstanding Award, as well as any other terms that the Administrator determines require adjustment shall be proportionately adjusted for # any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Shares, or # any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company; provided, however that conversion of any convertible securities of the Company shall not be deemed to have been effected without receipt of consideration. The Administrator shall make the appropriate adjustments to # the maximum number and/or class of securities issuable under this Plan; and # the number and/or class of securities and the exercise price per Share in effect under each outstanding Award in order to prevent the dilution or enlargement of benefits thereunder; provided, however, that the number of Shares subject to any Award shall always be a whole number and the Administrator shall make such adjustments as are necessary to insure Awards of whole Shares. Such adjustment shall be made by the Administrator and its determination shall be final, binding and conclusive.

Effectiveness. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which the below conditions shall have been satisfied or waived:

Effectiveness. This Agreement shall be binding and deemed effective when executed by Parent, each Borrower, Agent, and each Lender whose signature is provided for on the signature pages hereof.

Effectiveness. The effectiveness of the amendment and restatement of the Existing Credit Agreement in the form of this Agreement is subject to the satisfaction of the conditions precedent set forth in Section 3 of the Fourth Amendment and Restatement Agreement.

Effectiveness. A notice is effective only if the party giving notice complies with [subsections (i) and (ii)])] and if the recipient receives the notice.

Effectiveness. This Lease will become effective when all parties have signed it. The date this Lease is signed by the last party to sign it (as indicated by the date associated with that party’s signature) will be deemed the date of this Lease.

EFFECTIVENESS. The effectiveness of this Amendment is subject to Administrative Agent’s receipt of the following:

Effectiveness. This Amendment shall become effective upon fulfillment of the following conditions: # the Company and Prudential shall have executed a copy of this Amendment on or prior to the Effective Date, # Prudential shall have received a copy of the resolutions of the board of the Company authorizing the execution, delivery and performance by the Company of this Amendment, certified by its secretary or assistant secretary, # the Company shall have paid the structuring fee described in Section III(b) of this Amendment to Prudential, and # Prudential shall have received such other documents and certificates as it may reasonably request relating to the Amendment and the transactions contemplated by the Amendment.