Common use of ESG Amendment Clause in Contracts

ESG Amendment. (a) After the Closing Date, the Borrower, in consultation with the Co-Sustainability Agents, shall be entitled to either (a) establish specified Key Performance Indicators (“KPIs”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability Agents. The Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that such amendment shall become effective on the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of the Revolving Facility. Upon effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs or its obtainment of the target ESG Ratings, certain adjustments to the Commitment Fee Rate, Letter of Credit Fee and Applicable Rate in respect of the Revolving Facility may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) and/or (b) 5.00 basis points in the relevant Applicable Rate or Letter of Credit Fee or, in each case, may remain unchanged if the KPI is within certain buffer ranges to be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”). If KPIs are utilized, the pricing adjustments will require, among other things, reporting and validation of the measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, and in a form to be agreed between the Borrower and the Co-Sustainability Agents (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have the effect of reducing the Commitment Fee Rate, Letter of Credit Fee or relevant Applicable Rate to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving Facility. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After the Closing Effective Date, the Borrower, in consultation with the Co-Sustainability Structuring Agents, shall be entitled to either (a) establish specified Key Performance Indicators (“KPIs”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability Structuring Agents. The Co-Sustainability Structuring Agents, the Revolving Administrative Agent Borrower and the Borrower Requisite Lenders may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that such amendment shall become effective on the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of the Revolving Facility. Upon effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs or its obtainment of the target ESG Ratings, certain adjustments to the Commitment Fee Rate, Letter of Credit Fee and Applicable Rate in respect of the Revolving Facility Margin may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a an increase (if specified KPIs or ESG ratings targets are not achieved) or decrease (if specified KPIs or increase ESG ratings targets are achieved) of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) and/or (b) 5.00 4.00 basis points in the relevant Applicable Rate or Letter of Credit Fee or, in each case, may remain unchanged if the KPI is within certain buffer ranges to be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”)Margin. If KPIs are utilized, the pricing adjustments will require, among other things, reporting and validation of the measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include including the identification of a customary review report from a third party, together with a related pricing certificate, sustainability assurance provider and in a form is to be agreed between the Borrower and the Co-Sustainability Structuring Agents (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have the effect of reducing the Commitment Fee Rate, Letter of Credit Fee or relevant Applicable Rate Margin for Loans to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided be subject only to the Lenders without any amendment to, or further action or consent of any other party tothe Administrative Agent, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving Facility. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining and the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG AmendmentRequisite Lenders.

ESG Amendment. (a) After the Closing Date, the BorrowerBorrower and the Initial Guarantor, in consultation with the Co-Sustainability Agents, Structuring Agent shall be entitled entitled, at the option of the Borrower and the Initial Guarantor, to either (ai) establish specified Key Performance Indicators (“KPIs”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower Initial Guarantor and its Subsidiaries or (bii) establish external ESG ratings (“ESG Ratings”) targets targets, in each case, to be mutually agreed between among the Borrower Borrower, the Initial Guarantor and the Co-Sustainability AgentsStructuring Agent. The Co-Sustainability AgentsStructuring Agent, the Revolving Administrative Agent Agent, the Initial Guarantor and the Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that such amendment shall become effective on the fifth (5th) Business Day after the date notice of such amendment is provided to executed by the Lenders without any amendment toBorrower, or further action or consent of any other party tothe Initial Guarantor, this Agreement or any other Loan Document so long as the Revolving Administrative Sustainability Structuring Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising and the Required Facility Lenders in respect of the Revolving FacilityLenders. Upon effectiveness of any such ESG Amendment, based on either the BorrowerInitial Guarantor’s and its Subsidiaries’ performance against the KPIs or the Initial Guarantor’s and its Subsidiaries’ obtainment of the target ESG Ratings, certain adjustments to the Commitment Fee Raterate, Letter of Credit Fee and Applicable Rate in respect of the Revolving Facility Margin may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than (ai) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) Commitment Fee and/or (bii) 5.00 basis points in the relevant Applicable Rate Margin or Letter of Credit Fee or, in each case, may remain unchanged if the KPI is within certain buffer ranges to be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”)Fee. If KPIs are utilized, the pricing adjustments will require, among other things, reporting and validation of the measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together ) or with a related pricing certificate, applicable current precedent sustainability linked loans and in a form is to be agreed between among the Borrower Borrower, the Initial Guarantor and the Co-Sustainability Agents Structuring Agent (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any further modification agreed to by the Co-Sustainability AgentsStructuring Agent, the Revolving Administrative Agent Agent, the Borrower and the Borrower Initial Guarantor to the ESG Pricing Provisions which does not have the effect of reducing the Commitment Fee Raterate, Letter of Credit Fee or relevant Applicable Rate Margin to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice approval of such modification is provided to the Lenders without any amendment to, or further action or consent by each of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising said parties and the Required Facility Lenders in respect of the Revolving FacilityLenders. (b) The Co-Sustainability Agents Structuring Agent will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After the Closing Date, the BorrowerCompany, in consultation with the Co-Sustainability AgentsAgent, shall be entitled to either (a) establish specified Key Performance Indicators key performance indicators (“KPIs”) with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of the Borrower Company and its Subsidiaries or (b) establish external with such KPIs and ESG ratings (“ESG Ratings”) targets to be mutually agreed between being reasonably aligned with the Borrower and the Co-Sustainability AgentsLinked Loan Principles. The Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower Company may amend this Agreement (such amendment, the “ESG Amendment”) ), solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided , with the consent of the Administrative Agent, the Borrowers and Lenders constituting the Required Lenders. In the event that Required Lenders do not consent to any such amendment shall become effective on the fifth (5th) Business Day after the date notice of such amendment is provided ESG Amendment, an alternative ESG Amendment may be proposed and effectuated, subject to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as consents required pursuant to the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of the Revolving Facilityimmediately preceding sentence. Upon the effectiveness of any such ESG Amendment, based on either the BorrowerCompany’s performance against the KPIs or its obtainment of the target ESG RatingsKPIs, certain adjustments (increase, decrease or no adjustment) to the Commitment Fee Rateotherwise applicable commitment fee payable pursuant to Section 2.09(a), Applicable Rate for Term SOFR Loans, Alternative Currency Loans and Letter of Credit Fee, and Applicable Rate for Base Rate Loans and L/C Borrowings will be made; provided, that the amount of such adjustments shall not exceed (i) in the case of the commitment fee payable pursuant to Section 2.09(a), an increase and/or decrease of 0.01% and (ii) in the case of the Applicable Rate for Term SOFR Loans, Alternative Currency Loans and Letter of Credit Fee and Applicable Rate in respect for Base Rate Loans and L/C Borrowings, an increase and/or decrease of 0.05%, and the Revolving Facility may be made; provided that adjustments to the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) and/or (b) 5.00 basis points in the relevant Applicable Rate or for Base Rate Loans and L/C Borrowings shall be the same amount, in basis points, as the adjustments to the Applicable Rate for Term SOFR Loans, Alternative Currency Loans and Letter of Credit Fee orFee; provided, further that in each case, may remain unchanged if no event shall the KPI is within certain buffer ranges to Applicable Rate for Base Rate Loans and L/C Borrowings be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”)less than zero. If KPIs are utilized, the 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 aligned with the Sustainability Linked Loan Principles (as published and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, and in a form is to be agreed between the Borrower Company and the Co-Sustainability Agents Agent (each all acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until The ESG Amendment will not impose any requirement on the date on which Sustainability Agent to assess, monitor, report and/or validate the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG AmendmentKPIs. Following the effectiveness of the ESG Amendment, : (i) any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have has the effect of increasing or reducing the Commitment Fee Ratecommitment fee payable pursuant to Section 2.09(a), Applicable Rate for Term SOFR Loans, Alternative Currency Loans and Letter of Credit Fee or relevant and Applicable Rate for Base Rate Loans and L/C Borrowings to a level not otherwise permitted by this paragraph Section 2.19(a) shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided be subject to the Lenders without any amendment to, or further action or consent of all Lenders; and (ii) any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection modification to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving Facility. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions (other than as provided for in connection with Section 2.19(a)(i) above) shall be subject only to the ESG Amendment and (ii) assist consent of the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG AmendmentRequired Lenders.

ESG Amendment. (a) After the Closing Date, the BorrowerCompany, in consultation with the Co-Sustainability AgentsCoordinators, shall be entitled to either (a) establish specified Key Performance Indicators (“KPIs”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower Company and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower Subsidiaries. The Sustainability Coordinators and the Co-Sustainability Agents. The Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower Company may propose to amend this Credit Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Credit Agreement; provided that , and any such amendment shall become effective on when the fifth (5th) Business Day after the date notice of such amendment is provided Majority Banks have delivered to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, (who shall promptly notify the Company) written notice of objection to that such amendment from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityMajority Banks accept such ESG Amendment. Upon effectiveness of any such ESG Amendment, based on either the BorrowerCompany’s performance against the KPIs or its obtainment of the target ESG RatingsKPIs, certain adjustments to the Commitment Facility Fee Rate, Letter of Credit Fee the Applicable Margin for Term SOFR Loans and Federal Funds Rate Loans and the Applicable Margin for Alternate Base Rate in respect of the Revolving Facility Loans may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) Facility Fee Rate and/or (b) 5.00 4.00 basis points in the relevant Applicable Margin for Term SOFR Loans and Federal Funds Rate or Letter of Credit Fee orLoans and the Applicable Margin for Alternate Base Rate Loans, in each case, may remain unchanged if determined based the KPI is within certain buffer ranges to be set forth in S&P Rating and the Xxxxx’x Rating on the effective date of the ESG Amendment (such adjustmentsAmendment, collectively, provided that in no event shall the “Sustainability-Linked Adjustments”)Applicable Margin be less than zero. If KPIs are utilized, the 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 aligned with the Sustainability Linked Loan Principles (as published and maintained in May 2020 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, ) and in a form is to be agreed between the Borrower Company and the Co-Sustainability Agents Coordinators (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have the effect of reducing the Commitment Fee Rate, Letter of Credit Fee or relevant Applicable Rate to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving Facility. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.ESG

ESG Amendment. (a) After the Closing Date, the Borrower, in consultation with the Co-Sustainability AgentsStructuring Agent, shall be entitled to either (a) establish specified Key Performance Indicators (“KPIs”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability AgentsStructuring Agent. The Co-Sustainability AgentsStructuring Agent, the Revolving Administrative Agent Borrower and the Borrower Required Lenders may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that such amendment shall become effective on the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of the Revolving Facility. Upon effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs or its obtainment of the target ESG Ratings, certain adjustments to the Commitment Fee Rate, Letter of Credit Facility Fee and Applicable Rate in respect Margin (including any resulting letter of the Revolving Facility credit fee) may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a an increase or decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) Facility Fee and/or (b) 5.00 4.00 basis points in the relevant Applicable Rate or Letter Margin (including any resulting letter of Credit Fee or, in each case, may remain unchanged if the KPI is within certain buffer ranges to be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”credit fee). If KPIs are utilized, the pricing adjustments will require, among other things, reporting and validation of the measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published or with precedent Sustainability Linked Loans in the utility syndicated loan market at the time of the ESG Amendment and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, and in a form is to be agreed between the Borrower and the Co-Sustainability Agents Structuring Agent (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have the effect of reducing the Commitment Fee Rate, Letter of Credit Facility Fee or relevant Applicable Rate Margin (including any resulting letter of credit fee) to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided be subject only to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityLenders. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After the Closing Date, the BorrowerCompany, in consultation with the Co-Sustainability AgentsStructuring Agent, shall be entitled to either (a) establish specified Key Performance Indicators (“KPIs”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower Borrowers and its their respective Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower Company and the Co-Sustainability AgentsStructuring Agent. The Co-Sustainability AgentsCompany, the Revolving Administrative Sustainability Structuring Agent and the Borrower Required Lenders may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that such amendment shall become effective on the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of the Revolving Facility. Upon effectiveness of any such ESG Amendment, based on either the Borrower’s Borrowers’ performance against the KPIs or its obtainment of the target ESG RatingsKPIs, certain adjustments to the Commitment Fee Rate, Letter of Credit Unused Line Fee and Applicable Rate in respect of the Revolving Facility Margin may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a an increase or decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) aggregate in the Unused Line Fee and/or (b) 5.00 basis points in the relevant aggregate in the Applicable Rate or Letter of Credit Fee orMargin, in each case, may remain unchanged if the KPI is within certain buffer ranges to and such adjustments shall not be set forth in cumulative. The pricing adjustments and the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”). If KPIs are utilized, the pricing adjustments will require, among other things, reporting and validation of the measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained from time to time by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) or with precedent Sustainability Linked Loans (as described in the Sustainability Linked Loan Principles) in the syndicated loan market at the time of the ESG Amendment, and shall identify a sustainability assurance provider (the “Sustainability Assurance Provider”), which shall include be a customary review report from a third partyqualified external reviewer, together independent of Holdings and its Subsidiaries, with a related pricing certificaterelevant expertise, such as an auditor, environmental consultant and/or independent ratings agency of recognized national standing, and in a form is to be agreed between the Borrower Company and the Co-Sustainability Agents Structuring Agent (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have the effect of reducing the Commitment Fee Rate, Letter of Credit Unused Line Fee or relevant Applicable Rate Margin to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided be subject only to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityLenders. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After the Closing Date, the BorrowerCompany, in consultation with the Co-Sustainability AgentsStructuring Agent, shall be entitled to either (a) establish specified Key Performance Indicators (“KPIs”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower Borrowers and its their respective Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower Company and the Co-Sustainability AgentsStructuring Agent. The Co-Sustainability AgentsStructuring Agent, the Revolving Administrative Agent Borrowers and the Borrower Required Lenders may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that such amendment shall become effective on the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of the Revolving Facility. Upon effectiveness of any such ESG Amendment, based on either the Borrower’s Borrowers’ performance against the KPIs or its obtainment of the target ESG RatingsKPIs, certain adjustments to the Commitment Fee Rate, and Applicable Percentage for Loans and Letter of Credit Fee and Applicable Rate in respect of the Revolving Facility Fees may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a an increase or decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) Commitment Fee and/or (b) 5.00 basis points in the relevant Applicable Rate or Percentage for Loans and Letter of Credit Fee orFees, in each case, may remain unchanged if the KPI is within certain buffer ranges to and such adjustments shall not be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainabilitycumulative year-Linked Adjustments”)over-year. If KPIs are utilized, the The pricing adjustments will require, among other things, reporting and validation of the measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained from time to time by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together ) or with a related pricing certificate, precedent Sustainability Linked Loans in the insurance syndicated loan market at the time of the ESG Amendment and in a form is to be agreed between the Borrower Company and the Co-Sustainability Agents Structuring Agent (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have the effect of reducing the Commitment Fee Rate, or Applicable Percentage for Loans and Letter of Credit Fee or relevant Applicable Rate Fees to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided be subject only to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityLenders. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After the Closing Effective Date, the BorrowerCompany, in consultation with the Co-Sustainability AgentsAgent, shall be entitled to either (a) establish specified Key Performance Indicators key performance indicators (“KPIs”) with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of the Borrower Company and its Subsidiaries or (b) establish external with such KPIs and ESG ratings (“ESG Ratings”) targets to be mutually agreed between being reasonably aligned with the Borrower and the Co-Sustainability AgentsLinked Loan Principles. The Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower Company may amend this Agreement (such amendment, the “ESG Amendment”) ), solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided , with the consent of the Administrative Agent, the Company and Lenders constituting the Required Lenders. In the event that Required Lenders do not consent to any such amendment shall become effective on the fifth (5th) Business Day after the date notice of such amendment is provided ESG Amendment, an alternative ESG Amendment may be proposed and effectuated, subject to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as consents required pursuant to the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of the Revolving Facilityimmediately preceding sentence. Upon the effectiveness of any such ESG Amendment, based on either the BorrowerCompany’s performance against the KPIs or its obtainment of the target ESG RatingsKPIs, certain adjustments (increase, decrease or no adjustment) to the Commitment Fee Rate, Letter of Credit Fee and Applicable Rate in respect of the Revolving Facility may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than (a) 1.00 basis point in the unused commitment otherwise applicable facility fee payable pursuant to Section 2.12(b) and/or (b) 5.00 basis points 2.12(a), Applicable Rate for Term SOFR Loans, Alternative Currency Loans, Letters of Credit and Applicable Rate for Alternate Base Rate Loans will be made; provided, that the amount of such adjustments shall not exceed in the relevant case of (i) the facility fee payable pursuant to Section 2.12(a), an increase and/or decrease of 0.01%, (ii) the Revolving Loans, Swingline Loans and Letters of Credit, the Applicable Rate or Letter for Term SOFR Loans, Alternative Currency Loans and Applicable Rate for ABR Loans, an increase and/or decrease of Credit Fee or0.04%, and the adjustments to the Applicable Rate for ABR Loans shall be the same amount, in each casebasis points, may remain unchanged if as the KPI is within certain buffer ranges adjustments to be set forth in the ESG Amendment Applicable Rate for Term SOFR Loans and Alternative Currency Loans and (such adjustments, collectivelyiii) the Delayed Draw Term Loans, the “Sustainability-Linked Adjustments”)Applicable Rate for Term SOFR Loans and the Applicable Rate for ABR Loans, an increase and/or decrease of 0.05%, and the adjustments to the Applicable Rate for Term SOFR Loans shall be the same amount, in basis points, as the Applicable Rate for ABR Loans; provided, further in each case that in no event shall the Applicable Rate for Term SOFR Loans or ABR Loans be less than zero. If KPIs are utilized, the 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 aligned with the Sustainability Linked Loan Principles (as published and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, and in a form is to be agreed between the Borrower Company and the Co-Sustainability Agents Agent (each all acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until The ESG Amendment will not impose any requirement on the date on which Sustainability Agent to assess, monitor, report and/or validate the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG AmendmentKPIs. Following the effectiveness of the ESG Amendment, : (i) any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have has the effect of increasing or reducing the Commitment Fee Ratefacility fee payable pursuant to Section 2.12(a), Letter of Credit Fee or relevant Applicable Rate for Term SOFR Loans, Alternative Currency Loans and Applicable Rate for ABR Loans to a level not otherwise permitted by this paragraph Section 2.26(a) shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided be subject to the Lenders without any amendment to, or further action or consent of all Lenders; and (ii) any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection modification to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving Facility. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions (other than as provided for in connection with Section 2.26(a)(i) above) shall be subject only to the ESG Amendment and (ii) assist consent of the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG AmendmentRequired Lenders.

ESG Amendment. (a) After the Closing Date, the BorrowerBorrowing Agent, in consultation with the Co-Sustainability AgentsStructuring Agent, shall be entitled to either (a) establish specified Key Performance Indicators (“KPIs”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower Borrowers and its their respective Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower Borrowing Agent and the Co-Sustainability AgentsStructuring Agent. The Co-Sustainability AgentsStructuring Agent, the Revolving Administrative Agent and the Borrower Borrowing Agent may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that such amendment shall become effective on the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityLenders. Upon effectiveness of any such ESG Amendment, based on either the Borrower’s Borrowers’ performance against the KPIs or its obtainment the Borrowers’ attainment of the target ESG Ratings, certain adjustments to the Applicable Commitment Fee Rate, Applicable Letter of Credit Fee Rate and other Applicable Rate in respect of the Revolving Facility Margins may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) and/or Applicable Commitment Fee Rate or (b) 5.00 basis points in the relevant Applicable Rate or Letter of Credit Fee or, in each case, may remain unchanged if Rate or Applicable Margins (other than the KPI is within certain buffer ranges to be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”Applicable Commitment Fee Rate). If KPIs are utilized, the pricing adjustments will require, among other things, reporting and validation of the measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, ) and in a form is to be agreed between the Borrower Borrowing Agent and the Co-Sustainability Agents Structuring Agent (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability AgentsStructuring Agent, the Revolving Administrative Agent and the Borrower Borrowing Agent to the ESG Pricing Provisions which does not have the effect of reducing the Applicable Commitment Fee Rate, Applicable Letter of Credit Fee Rate, or relevant other Applicable Rate Margins to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityLenders. (b) The Co-In the event that the Borrowing Agent, the Administrative Agent and Sustainability Agents Structuring Agent elect to enter into an ESG Amendment, the Sustainability Structuring Agent will (i) assist the Borrower Borrowing Agent in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower Borrowing Agent in preparing informational information materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After the Closing Restatement Effective Date, the Parent Borrower, in consultation with the Co-Sustainability AgentsStructuring Agent, shall be entitled to either (a) establish a specified Level 1 Key Performance Indicators Indicator (the “Level 1 KPI”) and, at the sole discretion of the Parent Borrower, a Level 2 Key Performance Indicator (the “Level 2 KPI” and together with the Level 1 KPI, the “KPIs”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability AgentsConsolidated Group. The Co-Sustainability Agents, the Revolving Administrative Structuring Agent and the Parent Borrower may elect to amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of establishing and incorporating either the KPIs or ESG Ratings and other related provisions (including procedures for reviewing, auditing, or otherwise evaluating the KPIs) (the “ESG Pricing Provisions”) into this Agreement; provided that , and any such amendment ESG Amendment shall only become effective on upon the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or written consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of Lenders, the Revolving FacilityAdministrative Agent, the Parent Borrower and the REIT Guarantor. Upon effectiveness of and in accordance with the terms set forth in any such ESG Amendment, based on either the BorrowerConsolidated Group’s performance against (i) the Level 1 KPI, the Applicable Margins for Alternative Currency Loans, SOFR Loans and Base Rate Loans may remain unchanged or may be adjusted downward or upward by up to 2 basis points per annum and the Facility Fee Rates may remain unchanged or may be adjusted downward or upward by up to 0.5 basis points per annum, and (ii) the Level 2 KPI, the Applicable Margins for Alternative Currency Loans, SOFR Loans and Base Rate Loans may remain unchanged or may be adjusted downward or upward by up to an additional 2 basis points per annum and the Facility Fee Rates may remain unchanged or may be adjusted downward or upward by up to an additional 0.5 basis points per annum (which, for avoidance of doubt, is in addition to any adjustment to such Applicable Margins and Facility Fee Rates made based on the Consolidated Group’s performance against the KPIs Level 1 KPI), provided that in no event shall any Applicable Margin be reduced or its obtainment of the target ESG Ratings, certain increased by more than 4 basis points per annum or be less than zero (0) or any Facility Fee Rate be reduced or increased by more than 1 basis point per annum or be less than zero (0). The pricing adjustments pursuant to the Commitment Fee Rate, Letter of Credit Fee and Applicable Rate in respect of the Revolving Facility may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) and/or (b) 5.00 basis points in the relevant Applicable Rate or Letter of Credit Fee or, in each case, may remain unchanged if the KPI is within certain buffer ranges to be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”). If KPIs are utilized, the pricing adjustments will require, among other things, reporting and validation of the measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which . Such pricing adjustments shall include a customary review report from a third party, together with a related pricing certificate, not be cumulative year over year and in a form to be agreed between the Borrower and the Co-Sustainability Agents (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next annual adjustment is due scheduled to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendmentplace. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have the effect of reducing the Commitment an Applicable Margin or Facility Fee Rate, Letter of Credit Fee or relevant Applicable Rate to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided be subject only to the Lenders without any amendment to, or further action or consent of any other the Required Lenders, the Administrative Agent, the Parent Borrower and the REIT Guarantor. Each party to, to this Agreement acknowledges that the Sustainability Structuring Agent shall not be deemed to have made any representations or warranties regarding the affairs of any Borrower or any other Loan Document so long as the Revolving Administrative Agent has Consolidated Party and shall not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders have any responsibility or liability in respect of reviewing, auditing or otherwise evaluating the Revolving FacilityKPIs or the pricing adjustments. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After the Closing Effective Date, the Borrower, in consultation with the Co-Sustainability AgentsStructuring Agent, shall be entitled to either (a) establish specified Key Performance Indicators (“KPIs”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower Parent and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability AgentsStructuring Agent. The Co-Sustainability AgentsStructuring Agent, the Revolving Administrative Agent Borrower and the Borrower Requisite Lenders may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that such amendment shall become effective on Agreement for the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityLoans. Upon effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs or its obtainment of the target ESG Ratings, certain adjustments to the Commitment Fee Rate, Letter of Credit Fee Applicable Margin for Loans that are SOFR Loans and the Applicable Margin for Loans that are Base Rate in respect of the Revolving Facility Loans may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a an increase (if specified KPIs or ESG ratings targets are not achieved) or decrease (if specified KPIs or increase ESG ratings targets are achieved) of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) and/or (b) 5.00 2.00 basis points in the relevant Applicable Margin for Loans that are SOFR Loans and the Applicable Margin for Loans that are Base Rate or Letter of Credit Fee or, in each case, may remain unchanged if the KPI is within certain buffer ranges to be Loans from those set forth herein on the Effective Date; provided further, that in no event shall 4889-7534-3155, v. 14 the ESG Amendment (such adjustments, collectively, Applicable Margin for Loans that are SOFR Loans and the “Sustainability-Linked Adjustments”)Applicable Margin for Loans that are Base Rate Loans be less than zero. If KPIs are utilized, the pricing adjustments will require, among other things, reporting and validation by a Sustainability Metric Auditor of the measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, Association or as more recently published) and in a form is to be agreed between the Borrower and the Co-Sustainability Agents Structuring Agent (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have the effect of reducing the Commitment Fee Rate, Letter of Credit Fee or relevant Applicable Margin for Loans that are SOFR Loans and the Applicable Margin for Loans that are Base Rate Loans to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided be subject only to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving Facility. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining and the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG AmendmentRequisite Lenders.

ESG Amendment. (a) After the Closing Date, the BorrowerCompany, in consultation with the Co-Sustainability AgentsCoordinator, shall be entitled to either (a) establish specified Key Performance Indicators (“KPIsKPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower Company and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between Subsidiaries. The Sustainability Coordinator, the Borrower Company and the Co-Sustainability Agents. The Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that , and any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not receivedposts such proposed amendment to all Lenders and the Company unless, by prior to such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect deliver to the Administrative Agent (who shall promptly notify the Company) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Revolving FacilityRequired Lenders, the Company and the Sustainability Coordinator. Upon effectiveness of any such ESG Amendment, based on either the BorrowerCompany’s performance against the KPIs or its obtainment of the target ESG RatingsKPI’s, certain adjustments (increase, decrease or no adjustment) to the Commitment Fee RateApplicable Rate for the facility fee, Applicable Rate for Base Rate Loans, and Applicable Rate for Eurocurrency Rate Loans, Alternative Currency Daily Rate Loans and Alternative Currency Term Rate Loans and Letter of Credit Fee and Applicable Rate in respect of the Revolving Facility may Fees will be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in exceed (x) a 0.010% increase and/or decrease or increase of more than (a) 1.00 basis point in the unused commitment otherwise applicable Applicable Rate for the facility fee payable pursuant to Section 2.12(band (y) a 0.040% increase and/or (b) 5.00 basis points decrease in the relevant otherwise applicable Applicable Rate or for Base Rate Loans, and Applicable Rate for Eurocurrency Rate Loans, Alternative Currency Daily Rate Loans and Alternative Currency Term Rate Loans and Letter of Credit Fee orFees, and the adjustments to the Applicable Rate for Base Rate Loans shall be the same amount, in each casebasis points, may remain unchanged if as the KPI is within certain buffer ranges adjustments to the Applicable Rate for Eurocurrency Rate Loans, Alternative Currency Daily Rate Loans and Alternative Currency Term Rate Loans and Letter of Credit Fees; provided that in no event shall the Applicable Rate for Loans be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”)less than zero. If KPIs are utilized, the The pricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the measurement of the KPIs KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles Principles1 (as published in effect from time to time) and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, and in a form is to be agreed between the Borrower Company and the Co-Sustainability Agents Coordinator (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which shall be subject only to the consent of the Company and the Required Lenders if such modification does not have the effect of reducing the Commitment Fee Ratefacility fee, Applicable Rate for Base Rate Loans, or Applicable Rate for Eurocurrency Rate Loans, Alternative Currency Daily Rate Loans and Alternative Currency Term Rate Loans and Letter of Credit Fee or relevant Applicable Rate Fees to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of it being understood that any such modification is provided having the effect of reducing the Applicable Rate for the facility fee, Applicable Rate for Base Rate Loans or Applicable Rate for Eurocurrency Rate Loans, Alternative Currency Daily Rate Loans and Alternative Currency Term Rate Loans and Letter of Credit Fees to the Lenders without any amendment to, or further action or consent of any other party to, a level not otherwise permitted by this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, paragraph would require approval by such time, written notice of objection to such modification from Lenders comprising the Required Facility all affected Lenders in respect of the Revolving Facilityaccordance with Section 10.01). (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After the Closing Effective Date, the Borrower, in consultation with the Co-Sustainability AgentsCoordinator, shall be entitled to either (a) establish specified Key Performance Indicators (“KPIsKPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower Parent and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability AgentsSubsidiaries. The Co-Sustainability Agents, the Revolving Administrative Agent Coordinator and the Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that , and any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not receivedshall have posted such proposed amendment to all Lenders and the Borrower unless, by prior to such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Revolving FacilityRequired Lenders, the Borrower and the Sustainability Coordinator. Upon effectiveness of any such ESG Amendment, based on either the BorrowerParent’s performance against the KPIs or its obtainment of the target ESG RatingsKPI’s, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Commitment Fee RateFee, Letter of Credit Fee Applicable Margin for Base Rate Advances, and Applicable Margin for Eurocurrency/Daily Floating LIBOR Rate in respect of the Revolving Facility may Advances will be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in exceed a 10% increase and/or a 10% decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) and/or (b) 5.00 basis points in the relevant otherwise applicable Commitment Fee or Applicable Margin for Eurocurrency/Daily Floating LIBOR Rate or Letter of Credit Fee orAdvances, in each case, may remain unchanged if determined based upon the KPI is within certain buffer ranges to be set forth in applicable Debt Rating on the effective date of the ESG Amendment (such adjustmentsAmendment, collectivelyand the adjustments to the Applicable Margin for Base Rate Advances shall be the same amount, in basis points, as the “Sustainability-Linked Adjustments”)adjustments to the Applicable Margin for Eurocurrency/Daily Floating LIBOR Rate Advances, provided that in no event shall the Applicable Margin for Base Rate Advances be less than zero. If KPIs are utilized, the The pricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the measurement of the KPIs KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles (as published Principles2 and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, and in a form is to be agreed between the Borrower and the Co-Sustainability Agents Coordinator (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have the effect of reducing the Commitment Fee RateFee, Letter of Credit Fee Applicable Margin for Base Rate Advances, or relevant Applicable Margin for Eurocurrency/Daily Floating LIBOR Rate Advances to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided be subject only to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityLenders. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. On or prior to the date which is twelve (a12) After months following the Closing Date, the Borrower, in consultation with the Co-Sustainability AgentsCoordinator, shall be entitled to either (a) establish specified Key Performance Indicators (“KPIsKPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between Subsidiaries. The Sustainability Coordinator, the Borrower and the Co-Sustainability Agents. The Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that , and any such amendment (including provisions with respect to the reporting and validation of the measurement of the proposed KPI’s) shall become effective on with the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or written consent of any other party tothe Required Lenders, this Agreement or any other Loan Document so long as the Revolving Borrower, the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising and the Required Facility Lenders in respect of the Revolving FacilitySustainability Coordinator. Upon effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs or its obtainment of the target ESG RatingsKPI’s, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Commitment Fee RateFee, Letter of Credit Fee Applicable Rate for Base Rate Loans, and Applicable Rate in respect of the Revolving Facility may for Term SOFR Loans will be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in exceed (x) a 0.010% increase and/or decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(botherwise applicable Commitment Fee and (y) a 0.075% increase and/or (b) 5.00 basis points decrease in the relevant aggregate for all such increases or decreases in the otherwise applicable Applicable Rate or for Term SOFR Loans and Letter of Credit Fee orFees and the Applicable Rate for Base Rate Loans, and the adjustments to the Applicable Rate for Base Rate Loans shall be the same amount, in each casebasis points, may remain unchanged if as the KPI is within certain buffer ranges adjustments to the Applicable Rate for Term SOFR Loans; provided further that (i) in no event shall the applicable Commitment Fee, Applicable Rate for Base Rate Loans, and Applicable Rate for Term SOFR Loans be set forth in the ESG Amendment less than zero and (ii) such adjustmentsadjustments shall be made on a per annum basis, collectively, the “Sustainability-Linked Adjustments”)and shall not be cumulative from year to year. If KPIs are utilized, the The pricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the measurement of the KPIs KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, and in a form is to be agreed between the Borrower and the Co-Sustainability Agents Coordinator (each acting reasonably) (collectively), including the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery appointment of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG AmendmentSustainability Assurance Provider. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which shall be subject only to the consent of the Borrower and the Required Lenders if such modification does not have the effect of reducing the Commitment Fee Rate, Letter of Credit Fee or relevant Applicable Rate to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving Facility. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.reducing

ESG Amendment. (a) After the Closing Date, the Xxxxxx and Borrower, in consultation with the Co-Sustainability AgentsAdministrative Agent, shall be entitled to either (a) establish a specified Key Performance Indicators Indicator (the “KPIsKPI”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower Consolidated Group. Administrative Agent, Xxxxxx and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability Agents. The Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of establishing and incorporating either the KPIs or ESG Ratings KPI and other related provisions (including procedures for reviewing, auditing, or otherwise evaluating the “ESG Pricing Provisions”KPI) into this Agreement; provided that , and any such amendment ESG Amendment shall only become effective on upon the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or written consent of any other party tothe Lenders, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not receivedAgent, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityParent and Borrower. Upon effectiveness of any such ESG Amendment, based on either the BorrowerConsolidated Group’s performance against the KPIs or its obtainment KPI, the Applicable Rate for Term SOFR Rate Loans, Daily SOFR Rate Loans and Base Rate Loans may be adjusted upon satisfaction of the target ESG RatingsKPI, certain adjustments to the Commitment Fee Rate, Letter of Credit Fee and Applicable Rate in respect of the Revolving Facility may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) and/or (b) 5.00 basis points in the relevant Applicable Rate or Letter of Credit Fee or, in each case, may remain unchanged if the KPI is within certain buffer ranges to be as set forth in the ESG Amendment Amendment, provided that in no event shall the Applicable Rate be less than zero (such adjustments, collectively, the “Sustainability-Linked Adjustments”0). If KPIs are utilized, The pricing adjustment pursuant to the pricing adjustments KPI will require, among other things, reporting and validation of the measurement of the KPIs KPI in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained in May 2020 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which . Each party to this Agreement acknowledges that Administrative Agent shall include a customary review report from a third party, together with a related pricing certificate, and in a form not be deemed to be agreed between have made any representations or warranties regarding the affairs of Borrower and shall not have any responsibility or liability in respect of reviewing, auditing or otherwise evaluating the Co-Sustainability Agents (each acting reasonably) (collectively, KPI or the “ESG Certificate”)pricing adjustments. Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, Notwithstanding any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower provision herein to the ESG Pricing Provisions which does not have the effect of reducing the Commitment Fee Rate, Letter of Credit Fee or relevant Applicable Rate to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided to the Lenders without any amendment to, or further action or consent of any other party tocontrary, this Agreement may be amended with the written consent of Administrative Agent, Parent and Borrower (i) to add one or any more additional term loan facilities to this Agreement subject to the limitations in Section 2.14 and to permit the extensions of credit and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably (or on a basis subordinated to the existing Facilities hereunder) in the benefits of this Agreement and the other Loan Document so long as Documents with the Revolving Administrative Agent has not received, by such time, written notice of objection obligations and liabilities from time to such modification from Lenders comprising the Required Facility Lenders time outstanding in respect of the Revolving Facility. existing Facilities hereunder, and (bii) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist foregoing, to permit, as deemed appropriate by Administrative Agent, the Borrower Lenders providing such additional credit facilities to participate in preparing informational materials focused on ESG any required vote or action required to be used in connection with approved by the ESG AmendmentRequired Lenders or by any other number, percentage or class of Lenders hereunder.

ESG Amendment. (a) After the Closing Date, the Borrower, at its option, and in consultation with the Co-Sustainability AgentsCoordinator, shall be entitled to either (a) establish specified Key Performance Indicators key performance indicators (“KPIs”) with respect to certain Environmentalenvironmental, Social social and Governance (“ESG”) governance targets of the Borrower and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability AgentsSubsidiaries. The Co-Sustainability Agents, the Revolving Administrative Agent (at the direction of the Sustainability Coordinator) and the Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that , and any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from on which Lenders comprising the Required Facility Lenders in respect shall have delivered to the Administrative Agent (who shall promptly notify the Borrower) signatures of the Revolving Facilitysuch Required Lenders to such ESG Amendment. Upon the effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs or its obtainment of the target ESG RatingsKPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Adjustments”) to the Commitment Fee Rate, Letter of Credit Fee otherwise applicable Applicable Margin with respect to EurodollarTerm SOFR Loans and Applicable Rate in respect of the Revolving Facility ABR Loans may be made; provided that the amount of any such adjustments ESG Adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) and/or (b) 5.00 basis points in the relevant Applicable Rate or Letter of Credit Fee orMargin for ABR Loans and EurodollarTerm SOFR Loans, in each case, may remain unchanged if determined based upon the KPI is within certain buffer ranges to be set forth in Debt Rating on the effective date of the ESG Amendment (such adjustmentsAmendment, collectivelyprovided that in no event shall the Applicable Margin be less than zero. The ESG Adjustments will be determined based on certain certificates, reports and other documents, in each case, setting forth the “Sustainability-Linked Adjustments”). If KPIs are utilized, the pricing adjustments will require, among other things, reporting and validation of the measurement of Borrower’s performance against the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained in May 2020 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, ) and in a form is to be agreed between the Borrower and the Co-Sustainability Agents Coordinator (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have the effect of reducing the Commitment Fee Rate, Letter of Credit Fee or relevant Applicable Rate Margin with respect to EurodollarTerm SOFR Loans and ABR Loans to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided be subject only to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityLenders. (b) The Co-Sustainability Agents Coordinator will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment. (c) This Section 3.16 shall supersede any provisions in Section 10.1 to the contrary.

ESG Amendment. (a) After the Closing Date, the Borrower, in consultation with the Co-Sustainability AgentsStructuring Agent, shall be entitled to either (a) establish specified Key Performance Indicators (“KPIs”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability AgentsStructuring Agent. The Co-Sustainability AgentsStructuring Agent, the Revolving Administrative Agent and the Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that such amendment shall become effective on the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityLenders. Upon effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs or its obtainment of the target ESG Ratings, certain adjustments to the Commitment Fee Raterate, Letter of Credit Fee and Applicable Rate in respect of the Revolving Facility Margin may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) Commitment Fee and/or (b) 5.00 basis points in the relevant Applicable Rate Margin or Letter of Credit Fee or, in each case, may remain unchanged if the KPI is within certain buffer ranges to be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”)Fee. If KPIs are utilized, the pricing adjustments will require, among other things, reporting and validation of the measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, ) and in a form is to be agreed between the Borrower and the Co-Sustainability Agents Structuring Agent (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability AgentsStructuring Agent, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have the effect of reducing the Commitment Fee Raterate, Letter of Credit Fee or relevant Applicable Rate Margin to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityLenders. (b) The Co-Sustainability Agents Structuring Agent will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. On or prior to the date which is twelve (a12) After months following the Closing Date, the Parent Borrower, in consultation with the Co-Sustainability Structuring Agents, shall be entitled to either (a) establish specified Key Performance Indicators (“KPIsKPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower Borrowers and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability Agentstheir Subsidiaries. The Co-Sustainability Structuring Agents, the Revolving Administrative Agent and the Parent Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that , and any such amendment (including provisions with respect to the reporting and validation of the measurement of the proposed KPI’s) shall become effective on with the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or written consent of any other party tothe Required Lenders, this Agreement or any other Loan Document so long as the Revolving Parent Borrower, the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising and the Required Facility Lenders in respect of the Revolving FacilitySustainability Structuring Agents. Upon effectiveness of any such ESG Amendment, based on either the Borrower’s Borrowers’ performance against the KPIs or its obtainment of the target ESG RatingsKPI’s, certain adjustments (increase, decrease or no adjustment) to the Commitment Fee Rate, Letter of Credit Fee otherwise applicable Applicable Rate for Base Rate Loans and Canadian Prime Rate Loans and Applicable Rate in respect of the Revolving Facility may be madefor Term SOFR Loans, Daily SOFR Loans and Alternative Currency Loans; provided that the amount of any such adjustments shall not exceed a 0.01% increase and/or decrease in the otherwise applicable Applicable Margin for Base Rate Loans and Canadian Prime Rate Loans and Applicable Margin for Term SOFR Loans, Daily SOFR Loans and Alternative Currency Loans, and the adjustments to the Applicable Margin for Base Rate Loans and Canadian Prime Rate Loans shall be the same as the adjustments to the Applicable Margin for Term SOFR Loans, Daily SOFR Loans and Alternative Currency Loans; provided further that (i) in no event shall the Applicable Margin for Base Rate Loans and Canadian Prime Rate Loans and Applicable Margin for Term SOFR Loans, Daily SOFR Loans and Alternative Currency Loans be less than zero and (ii) such adjustments shall be made on a per annum basis, and shall not be cumulative from year to year. The pricing adjustments pursuant to an ESG Amendment shall not result in a decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) and/or (b) 5.00 basis points in the relevant Applicable Rate or Letter of Credit Fee or, in each case, may remain unchanged if the KPI is within certain buffer ranges to be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”). If KPIs are utilized, the pricing adjustments KPI’s will require, among other things, reporting and validation of the measurement of the KPIs KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, and in a form is to be agreed between the Borrower Sustainability Structuring Agents and the Co-Sustainability Agents Parent Borrower (each acting reasonably) (collectively), including the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery appointment of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG AmendmentSustainability Assurance Provider. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which shall be subject only to the consent of the Parent Borrower and the Required Lenders if such modification does not have the effect of reducing the Commitment Fee Rateapplicable Applicable Margin for Base Rate Loans and Canadian Prime Rate Loans and Applicable Margin for Term SOFR Loans, Letter of Credit Fee or relevant Applicable Rate Daily SOFR Loans and Alternative Currency Loans to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of it being understood that any such modification is provided having the effect of reducing the Applicable Margin for Base Rate Loans and Canadian Prime Rate Loans or Applicable Margin for Term SOFR Loans, Daily SOFR Loans and Alternative Currency Loans to the Lenders without any amendment to, or further action or consent of any other party to, a level not otherwise permitted by this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, paragraph would require approval by such time, written notice of objection to such modification from Lenders comprising the Required Facility all affected Lenders in respect of the Revolving Facilityaccordance with Section 10.01). (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After the Closing Date, the Borrower, at its option, and in consultation with the Co-Sustainability AgentsCoordinator, shall be entitled to either (a) establish specified Key Performance Indicators key performance indicators (“KPIs”) with respect to certain Environmentalenvironmental, Social social and Governance (“ESG”) governance targets of the Borrower and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability AgentsSubsidiaries. The Co-Sustainability Agents, the Revolving Administrative Agent (at the direction of the Sustainability Coordinator) and the Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that , and any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from on which Lenders comprising the Required Facility Lenders in respect shall have delivered to the Administrative Agent (who shall promptly notify the Borrower) signatures of the Revolving Facilitysuch Required Lenders to such ESG Amendment. Upon the effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs or its obtainment of the target ESG RatingsKPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Adjustments”) to the otherwise applicable Commitment Fee RateRate and/or Applicable Margin with respect to Letters of Credit, Letter of Credit Fee EurodollarTerm SOFR Loans, Alternative Currency Loans, and Applicable Rate in respect of the Revolving Facility ABR Loans may be made; provided that the amount of any such adjustments ESG Adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) Commitment Fee Rate and/or (b) 5.00 basis points in the relevant Applicable Rate Margin for ABR Loans, Alternative Currency Loans, and EurodollarTerm SOFR Loans or Letter Letters of Credit Fee orCredit, in each case, may remain unchanged if determined based upon the KPI is within certain buffer ranges to be set forth in Debt Rating on the effective date of the ESG Amendment (such adjustmentsAmendment, collectivelyprovided that in no event shall the Applicable Margin be less than zero. The ESG Adjustments will be determined based on certain certificates, reports and other documents, in each case, setting forth the “Sustainability-Linked Adjustments”). If KPIs are utilized, the pricing adjustments will require, among other things, reporting and validation of the measurement of Borrower’s performance against the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained in May 2020 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, ) and in a form is to be agreed between the Borrower and the Co-Sustainability Agents Coordinator (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have the effect of reducing the Commitment Fee RateRate or the Applicable Margin with respect to Letters of Credit, Letter of Credit Fee or relevant Applicable Rate EurodollarTerm SOFR Loans, Alternative Currency Loans, and ABR Loans to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided be subject only to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityLenders. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After the Closing Date, the BorrowerToro, in consultation with the Co-Sustainability AgentsCoordinator, shall be entitled to either (a) establish specified Key Performance Indicators key performance indicators (“KPIs”) for the Revolving Credit Facility with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of the Borrower Borrowers and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability Agentstheir Subsidiaries. The Co-Sustainability Agents, the Revolving Administrative Agent Coordinator and the Borrower Toro may amend this Agreement (such amendment, the an “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and the other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that , and any such amendment shall become effective at 5:00 p.m., New York City time, on the fifth (5th) tenth Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not receivedshall have posted such proposed amendment to all Lenders and the Borrowers unless, by prior to such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect have delivered to the Administrative Agent (who shall promptly notify the Borrowers) written notice that such Required Lenders object to such ESG Amendment. In the event that the Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Revolving FacilityRequired Lenders, Toro and the Sustainability Coordinator. Upon the effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs or its obtainment of the target ESG RatingsKPIs, certain adjustments (increase, decrease or no adjustment) to the Commitment Fee Rateotherwise applicable Facility Fee, Applicable Rate for Base Rate Loans, Swing Line Loans, Term SOFR Loans, Alternative Currency Loans, and Letter of Credit Fee and Applicable Rate in respect of the Revolving Facility may Fees will be made; provided that if more than one KPI has been established, the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than (ax) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(bcase of the applicable Facility Fee, (i) and/or increase by 0.01% if none of the then existing KPIs are met or (bii) 5.00 basis points decrease by 0.01% if all of the then existing KPIs are met or (y) in the relevant case of the Applicable Rate or for Term SOFR Loans, Alternative Currency Loans and Letter of Credit Fee orFees, (i) increase by 0.04% if none of the then existing KPIs are met or (ii) decrease by 0.04% if all of the then existing KPIs are met, and the adjustments to the Applicable Rate for Base Rate Loans and Swing Line Loans shall be the same amount, in each casebasis points, may remain unchanged as the adjustments to the Applicable Rate for Term SOFR Loans and Letter of Credit Fees, provided that in no event shall the Applicable Rate for Base Rate Loans and Swing Line Loans be less than zero; provided further, that if more than one KPI has been established and just one of the KPI then existing KPIs is within certain buffer ranges met, no adjustments to the Facility Fee or the Applicable Rate shall be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”)made. If KPIs are utilized, the 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 aligned with the Sustainability Linked Loan Principles (as published and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, and in a form is to be agreed between the Borrower Toro and the Co-Sustainability Agents Coordinator (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, : (i) any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have has the effect of (x) reducing the Commitment Fee Rateapplicable Facility Fee, Applicable Rate for Base Rate Loan and Swing Line Loans, or Applicable Rate for Term SOFR Loans, Alternative Currency Loans and Letter of Credit Fee or relevant Applicable Rate Fees to a level not otherwise permitted by this paragraph Section 2.18(a) or (y) increasing the applicable Facility Fee, Applicable Rate for Base Rate Loans and Swing Line Loans, or Applicable Rate for Term SOFR Loans, Alternative Currency Loans and Letter of Credit Fees that is not accompanied by a corresponding reduction of the applicable Facility Fee, Applicable Rate for Base Rate Loans and Swing Line Loans, or Applicable Rate for Term SOFR Loans, Alternative Currency Loans, and Letter of Credit Fees by a percentage equivalent to such increase, shall become effective on the fifth (5thin each case) Business Day after the date notice of such modification is provided be subject to the Lenders without any amendment to, or further action or consent of all Lenders; and (ii) any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection modification to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving Facility. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions (other than as provided for in connection with Section 2.18(a)(i) above) shall be subject only to the ESG Amendment and (ii) assist consent of the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG AmendmentRequired Lenders.

ESG Amendment. (a) After the Closing Date, the Borrower, at its option, and in consultation with the Co-Sustainability AgentsCoordinator, shall be entitled to either (a) establish specified Key Performance Indicators key performance indicators (“KPIs”) with respect to certain Environmentalenvironmental, Social social and Governance (“ESG”) governance targets of the Borrower and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability AgentsSubsidiaries. The Co-Sustainability Agents, the Revolving Administrative Agent (at the direction of the Sustainability Coordinator) and the Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that , and any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from on which Lenders comprising the Required Facility Lenders in respect shall have delivered to the Administrative Agent (who shall promptly notify the Borrower) signatures of the Revolving Facilitysuch Required Lenders to such ESG Amendment. Upon the effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs or its obtainment of the target ESG RatingsKPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Adjustments”) to the otherwise applicable Commitment Fee RateRate and/or Applicable Margin with respect to Letters of Credit, Letter of Credit Fee Term SOFR Loans, Alternative Currency Loans, and Applicable Rate in respect of the Revolving Facility ABR Loans may be made; provided that the amount of any such adjustments ESG Adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) Commitment Fee Rate and/or (b) 5.00 basis points in the relevant Applicable Rate Margin for ABR Loans, Alternative Currency Loans, and Term SOFR Loans or Letter Letters of Credit Fee orCredit, in each case, may remain unchanged if determined based upon the KPI is within certain buffer ranges to be set forth in Debt Rating on the effective date of the ESG Amendment (such adjustmentsAmendment, collectivelyprovided that in no event shall the Applicable Margin be less than zero. The ESG Adjustments will be determined based on certain certificates, reports and other documents, in each case, setting forth the “Sustainability-Linked Adjustments”). If KPIs are utilized, the pricing adjustments will require, among other things, reporting and validation of the measurement of Borrower’s performance against the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained in May 2020 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, ) and in a form is to be agreed between the Borrower and the Co-Sustainability Agents Coordinator (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have the effect of reducing the Commitment Fee RateRate or the Applicable Margin with respect to Letters of Credit, Letter of Credit Fee or relevant Applicable Rate Term SOFR Loans, Alternative Currency Loans, and ABR Loans to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided be subject only to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityLenders. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After the Closing Date, the Borrower, in consultation with the Co-Sustainability AgentsCoordinator, shall be entitled to either (a) establish specified key performance indicators (“Key Performance Indicators (“KPIsIndicators”) with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of the Borrower and its Subsidiaries or (b) establish established external ESG ratings (“ESG RatingsRating”) targets to be mutually agreed between the Borrower and the Co-Sustainability AgentsCoordinator. The Co-Sustainability Agents, the Revolving Administrative Agent Coordinator and the Borrower may amend this Agreement (such amendment, amendment the “ESG Amendment”) solely for the purpose of incorporating either the KPIs Key Performance Indicators or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that , and any such amendment shall become effective on upon the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of Lenders, the Revolving FacilityBorrower and the Sustainability Coordinator. Upon effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs Key Performance Indicators or its obtainment obtainments of the target ESG RatingsRating, certain adjustments to the Applicable Rate for the Commitment Fee RateFee, Letter of Credit Fee Fee, Base Rate Loans and Applicable Rate in respect of the Revolving Facility SOFR Loans may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a an increase or decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) Applicable Rate for the Commitment Fee and/or (b) 5.00 basis points in the relevant Applicable Rate for Base Rate Loans, Applicable Rate for SOFR Loans or Applicable Rate for the Letter of Credit Fee orFee, in each case, may remain unchanged if determined based upon the KPI is within certain buffer ranges Debt Ratings establish or deemed to be set forth in have been established by the Debt Ratings on the effective date of the ESG Amendment (such adjustmentsAmendment, collectively, provided that in no event shall the “Sustainability-Linked Adjustments”)Applicable Rate be less than zero. If KPIs Key Performance Indicators are utilized, the pricing adjustments pursuant to the Key Performance Indicators will require, among other things, reporting and validation of the measurement of the KPIs Key Performance Indicators in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained in March 2022 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report as updated from a third party, together time to time) or with a related pricing certificate, precedent Sustainability Linked Loans in the utility syndicated loan market at the time of the ESG Amendment and in a form to be as agreed between upon by the Borrower and the Co-Sustainability Agents Coordinator (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have the effect of increasing or reducing the Commitment Fee RateApplicable Rate for the Facility Fee, Letter of Credit Fee or relevant Applicable Fee, Base Rate Loans and SOFR Loans to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided be subject only to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityLenders. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After the Closing Date, the Borrower, in consultation with the Co-Sustainability AgentsStructuring Agent, shall be entitled to either (a) establish specified Key Performance Indicators (“KPIs”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability AgentsStructuring Agent. The Co-Sustainability AgentsStructuring Agent, the Revolving Administrative Agent and the Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that such amendment shall become effective on the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityLenders. Upon effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs or its obtainment of the target ESG Ratings, certain adjustments to the Commitment Fee Raterate, Letter of Credit Fee and Applicable Rate in respect of the Revolving Facility Margin may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) Commitment Fee and/or (b) 5.00 basis points in the relevant Applicable Rate Margin or Letter of Credit Fee or, in each case, may remain unchanged if the KPI is within certain buffer ranges to be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”)Fee. If KPIs are utilized, the pricing adjustments will require, among other things, reporting and validation of the measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, ) and in a form is to be agreed between the Borrower and the Co-Sustainability Agents Structuring Agent (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability AgentsStructuring Agent, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have the effect of reducing the Commitment Fee Raterate, Letter of Credit Fee or relevant Applicable Rate Margin to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityLenders. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After the Closing Date, the BorrowerCompany, in consultation with the Co-Sustainability AgentsCoordinator, shall be entitled to either establish two (a2) establish specified Key Performance Indicators key performance indicators (individually, a “KPI” and collectively, the “KPIs”) with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of the Borrower Company and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability AgentsSubsidiaries. The Co-Sustainability Agents, the Revolving Administrative Agent Coordinator and the Borrower Company may amend this Agreement (such amendment, the an “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and the other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that , and any such amendment shall become effective at 5:00 p.m., New York City time, on the fifth tenth (5th10th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not receivedshall have posted such proposed ESG Amendment to all Lenders and the Company unless, by prior to such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect have delivered to the Administrative Agent (who shall promptly notify the Company) written notice that such Required Lenders object to such ESG Amendment. In the event that the Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Revolving FacilityRequired Lenders, Company and the Sustainability Coordinator. Upon the effectiveness of any such ESG Amendment, based on either the BorrowerCompany’s performance against the KPIs or its obtainment of the target ESG RatingsKPIs, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Commitment Fee, Applicable Rate for Base Rate Loans, Global Swing Line Loans, Eurodollar RateTerm SOFR Loans, Alternative Currency Loans, and Letter of Credit Fees will be made as follows: (A) if both KPIs have been established and are met (x) the applicable Commitment Fee shall decrease by 0.01% and (y) the Applicable Rate for all Loans and Letter of Credit Fees shall decrease by 0.05%; (B) if one KPI has been established and is met (x) the applicable Commitment Fee shall decrease by 0.005% and (y) the Applicable Rate for all Loans and Letter of Credit Fees shall decrease by 0.025%; (C) if one KPI has been established and is not met (x) the applicable Commitment Fee shall increase by 0.005% and (y) the Applicable Rate for all Loans and Letter of Credit Fees shall increase by 0.025%; (D) if both KPIs have been established and neither KPI is met (x) the applicable Commitment Fee shall increase by 0.01% and (y) the Applicable Rate for all Loans and Letter of Credit Fees shall increase by 0.05%; and (E) if both KPIs have been established and only one KPI is met, no adjustments to the Commitment Fee Rate, Letter of Credit Fee and or the Applicable Rate in respect of the Revolving Facility may shall be made; provided that . Notwithstanding the amount of any such adjustments made pursuant to an ESG Amendment foregoing, in no event shall not result in a decrease the Commitment Fee or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) and/or (b) 5.00 basis points in the relevant Applicable Rate for any Loan or Letter of Credit Fee or, in each case, may remain unchanged if the KPI is within certain buffer ranges to be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”)less than zero. If KPIs are utilized, the 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 aligned with the Sustainability Linked Loan Principles (as published and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, and in a form is to be agreed between the Borrower Company and the Co-Sustainability Agents Coordinator (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the an ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing adjusting the Commitment Fee RateApplicable Rate for Loans, Letter of Credit Fees, or the Commitment Fee or relevant Applicable Rate to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilitySection 2.19(a). (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After the Closing Date, the Borrower, in consultation with the Co-Sustainability AgentsCoordinator, shall be entitled to either (a) establish specified Key Performance Indicators key performance indicators (“KPIs”) with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of the Borrower and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability AgentsSubsidiaries. The Co-Sustainability Agents, the Revolving Administrative Agent Coordinator and the Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that , and any such amendment shall become effective at 5:00 p.m., New York City time, on the fifth (5th) tenth Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not receivedshall have posted such proposed amendment to all Lenders and the Borrower unless, by prior to such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Revolving FacilityRequired Lenders, the Borrower and the Sustainability Coordinator. Upon the effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs or its obtainment of the target ESG RatingsKPIs, certain adjustments (increase, decrease or no adjustment) to the Commitment Fee Rateotherwise applicable facility fee, Applicable Rate for Base Rate Loans, Swingline Loans, EurocurrencyTerm SOFR Loans, Alternative Currency Loans, LIBORSOFR Daily Floating Rate Loans and Letter of Credit Fee and Applicable Rate in respect of the Revolving Facility may Fees will be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than exceed (ai) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(bcase of the facility fee, an increase and/or decrease of 0.01% and (ii) and/or (b) 5.00 basis points in the relevant case of the Applicable Rate or for EurocurrencyTerm SOFR Loans, Alternative Currency Loans, LIBORSOFR Daily Floating Rate Loans and Letter of Credit Fee orFees, an increase and/or decrease of 0.04%, and the adjustments to the Applicable Rate for Base Rate Loans and Swingline Loans shall be the same amount, in each casebasis points, may remain unchanged if as the KPI is within certain buffer ranges adjustments to the Applicable Rate for EurocurrencyTerm SOFR Loans and Letter of Credit Fees, provided that in no event shall the Applicable Rate for Base Rate Loans and Swingline Loans be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”)less than zero. If KPIs are utilized, the 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 aligned with the Sustainability Linked Loan Principles (as published and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, and in a form is to be agreed between the Borrower and the Co-Sustainability Agents Coordinator (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, : (i) any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have has the effect of (x) reducing the Commitment Fee Ratefacility fee, Applicable Rate for Base Rate Loans and Swingline Loans, or Applicable Rate for EurocurrencyTerm SOFR Loans, Alternative Currency Loans, LIBORSOFR Daily Floating Rate Loans and Letter of Credit Fee or relevant Applicable Rate Fees to a level not otherwise permitted by this paragraph Section 2.23(a) or (y) increasing the facility fee, Applicable Rate for Base Rate Loans and Swingline Loans, or Applicable Rate for EurocurrencyTerm SOFR Loans, Alternative Currency Loans, LIBORSOFR Daily Floating Rate Loans and Letter of Credit Fees that is not accompanied by a corresponding reduction of the facility fee, Applicable Rate for Base Rate Loans and Swingline Loans, or Applicable Rate for EurocurrencyTerm SOFR Loans, Alternative Currency Loans, LIBORSOFR Daily Floating Rate Loans and Letter of Credit Fees by a percentage equivalent to such increase, shall become effective on the fifth (5thin each case) Business Day after the date notice of such modification is provided be subject to the Lenders without any amendment to, or further action or consent of all Lenders; and (ii) any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection modification to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving Facility. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions (other than as provided for in connection with Section 2.23(a)(i) above) shall be subject only to the ESG Amendment and (ii) assist consent of the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG AmendmentRequired Lenders.

ESG Amendment. (a) After the Closing Date, the BorrowerCompany, in consultation with the Co-Sustainability AgentsCoordinator, shall be entitled to either (a) establish specified key performance indicators (“Key Performance Indicators (“KPIsIndicators”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower Company and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between Subsidiaries. The Sustainability Coordinator, the Borrower Agent, the Required Lenders, and the Co-Sustainability Agents. The Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower Company may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings Key Performance Indicators and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that such amendment shall become effective on the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of the Revolving Facility. Upon effectiveness of any such ESG Amendment, based on either the Borrower’s Borrowers’ performance against the KPIs or its obtainment of the target ESG RatingsKey Performance Indicators, certain adjustments (increase, decrease or no adjustment) to the Applicable Margin for the Commitment Fee RateFee, Letter Letters of Credit Fee Credit, Term Rate Advances, Daily Simple SOFR Advances, Base Rate Advances and Applicable Alternative Currency Daily Rate in respect of the Revolving Facility Advances may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than (a) 1.00 basis point per annum in the unused commitment fee payable pursuant to Section 2.12(b) Applicable Margin for the Commitment Fee and/or (b) 5.00 basis points per annum in the relevant Applicable Margin for Base Rate Advances, Applicable Margin for Term Rate Advances, Applicable Margin for Daily Simple SOFR Advances, Applicable Margin for Alternative Currency Daily Rate Advances, or Letter Applicable Margin for Letters of Credit Fee orCredit, provided that in each case, may remain unchanged if no event shall the KPI is within certain buffer ranges to Applicable Margin for any purposes be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”). If KPIs are utilized, the pricing adjustments will require, among other things, reporting and validation of the measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, and in a form to be agreed between the Borrower and the Co-Sustainability Agents (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendmentless than zero. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have the effect of reducing the Applicable Margin for the Commitment Fee RateFee, Letter Letters of Credit Fee or relevant Applicable Credit, Base Rate Advances, Term Rate Advances, Daily Simple SOFR Advances and Alternative Currency Daily Rate Advances to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided be subject only to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityLenders. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After the Closing Date, the Borrower, in consultation with the Co-Sustainability AgentsCoordinator, shall be entitled entitled, in its sole discretion, to either (a) establish specified Key Performance Indicators (“KPIs”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Subsidiaries. The Borrower and the Co-Sustainability Agents. The Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower Required Lenders may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (including the “ESG Pricing Provisions”Provisions defined below) into this Agreement; provided that such amendment shall become effective on the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of the Revolving Facility. Upon effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs or its obtainment of the target ESG RatingsKPIs, certain adjustments to the Commitment Fee Rate, Letter of Credit Fee and Applicable Rate in respect of the Revolving Facility for Loans may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a an increase or decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) Commitment Fee and/or (b) 5.00 basis points in the relevant Applicable Rate or Letter of Credit Fee orfor Loans; provided further, that in each caseno event shall the Applicable Rate be less than 0%; and provided further, may remain unchanged if the KPI is within certain buffer ranges to that such adjustments shall not be set forth in the ESG Amendment cumulative year-over-year (such adjustments, collectively, the “Sustainability-Linked AdjustmentsESG Pricing Provisions”). If KPIs are utilized, the The pricing adjustments will require, among other things, reporting and validation of the measurement of the KPIs in a manner that is aligned with KPIs, giving due consideration to the Sustainability Linked Loan Principles (as published and maintained from time to time by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, ) and in a form are to be agreed between the Borrower and the Co-Sustainability Agents Coordinator (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have the effect of reducing the Commitment Fee Rate, Letter of Credit Fee or relevant Applicable Rate for Loans to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided be subject only to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityLenders. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After the Closing Amendment No. 5 Effective Date, the Borrower, in consultation with the Co-Sustainability AgentsCoordinator and the Administrative Agent, shall be entitled entitled, but not required to either (a) establish up to two specified Key Performance Indicators key performance indicators (“KPIs”) with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of the Borrower and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability AgentsConsolidated Subsidiaries. The Co-Sustainability AgentsCoordinator, the Revolving Administrative Agent and the Borrower may amend this Agreement (such amendment, the an “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and the other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that , and any such amendment shall become effective at 5:00 p.m., Denver, Colorado time, on the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not receivedshall have posted such proposed amendment to all Lenders and the Borrower unless, by prior to such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG Amendment. In the event that the Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Revolving FacilityRequired Lenders, the Borrower, the Administrative Agent and the Sustainability Coordinator. Upon the effectiveness of any such ESG Amendment, certain adjustments (increase, decrease or no adjustment) to the Applicable Margin (whether in respect of extensions of credit or commitment fees) will be made based on either the Borrower’s performance against one or both of the KPIs; provided that the amount of such adjustments shall not exceed a 4 basis point increase or decrease, in the aggregate, in the Applicable Margin in respect of Loans and Facility LCs (with such 4 basis point amount to be split across two KPIs if both are in existence at the same time), and a 1 basis point increase or decrease, in the aggregate, in the Applicable Margin in respect of commitment fees (with such 1 basis point amount to be split across two KPIs if both are in existence at the same time); provided, further, that no Applicable Margin shall equal less than zero as a result of such adjustment. A pricing adjustment may be based solely on the Borrower’s compliance with (or failure to comply with) a single KPI. Once a KPI and related pricing adjustment is included in the Agreement, such KPI and related pricing adjustment shall remain unless amended or modified in accordance with Section 8.3. The KPIs, the Borrower’s performance against the KPIs or its obtainment of the target ESG RatingsKPIs, and any related pricing adjustments resulting therefrom, will be determined based on certain adjustments to the Commitment Fee Ratecertificates, Letter of Credit Fee reports and Applicable Rate in respect of the Revolving Facility may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) and/or (b) 5.00 basis points in the relevant Applicable Rate or Letter of Credit Fee orother documents, in each case, may remain unchanged if setting forth the KPI is within certain buffer ranges to be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”). If KPIs are utilized, the pricing adjustments will require, among other things, reporting calculation and validation of the measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, and in a form is to be mutually agreed between the Borrower, the Sustainability Coordinator and the Administrative Agent (each acting reasonably). The Administrative Agent shall receive notice from the Borrower and the Co-Sustainability Agents (each acting reasonably) (collectively, the “Coordinator prior to giving effect to any ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG AmendmentAmendment and pricing changes contemplated hereby. Following the effectiveness of the an ESG Amendment, : (i) any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have has the effect of reducing the Commitment Fee RateApplicable Margin for Loans, Letter of Credit Fee Facility LCs or relevant Applicable Rate commitment fees to a level not otherwise permitted by this paragraph hereunder shall become effective on the fifth (5thin each case) Business Day after the date notice of such modification is provided be subject to the Lenders without any amendment to, or further action or consent of all Lenders; and (ii) any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection modification to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving Facility. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with (other than as provided for herein) shall be subject only to the ESG Amendment and (ii) assist consent of the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG AmendmentRequired Lenders.

ESG Amendment. (a) After the Closing Date, the BorrowerCompany, in consultation with the Co-Joint Sustainability AgentsCoordinators, shall be entitled to either (a) on a mutually agreed date, may establish specified Key Performance Indicators key performance indicators (“KPIsKPI’s”) with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of the Borrower Company and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets Subsidiaries. Notwithstanding anything set forth in Section 11.01 to be mutually agreed between the Borrower and the Co-Sustainability Agents. The Co-Sustainability Agentscontrary, the Revolving Joint Sustainability Coordinators, the Company, the Administrative Agent and the Borrower Required Lenders may amend enter into an amendment to this Agreement (such amendment, the an “ESG Amendment”) solely for the purpose purposes of incorporating either the KPIs or ESG Ratings KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that such amendment , which shall become effective on the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of the Revolving Facility. Upon effectiveness of any such ESG Amendmentprovide that, based on either the BorrowerCompany’s performance against the KPIs or its obtainment of the target ESG RatingsKPI’s, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Rate Adjustments”) to the Commitment Fee Rateotherwise applicable facility fee, Letter of Credit Fee and Applicable Rate in respect for Base Rate Loans, Eurocurrency Rate Loans, and letter of the Revolving Facility may credit fees will be made; provided that (1) the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than exceed (ai) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(bcase of the Applicable Rate for Base Rate Loans, Eurocurrency Rate Loans, and letter of credit fees, an increase and/or decrease of 0.040% and (ii) and/or (b) 5.00 basis points in the relevant case of the facility fee, an increase and/or decrease of 0.010%, (2) for the avoidance of doubt, (i) in no event shall the applicable facility fee, Applicable Rate or Letter for Base Rate Loans, Eurocurrency Rate Loans, and letter of Credit Fee orcredit fees be less than zero, in each case, may remain unchanged if the KPI is within certain buffer ranges to be set forth in (ii) the ESG Amendment Applicable Rate Adjustments shall not be cumulative year-over-year and (such adjustments, collectively, iii) the “Sustainability-Linked Adjustments”). If KPIs are utilized, the pricing adjustments will require, among other things, reporting and validation of the measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which ESG Applicable Rate Adjustments shall include a customary review report from a third party, together with a related pricing certificate, and in a form to be agreed between the Borrower and the Co-Sustainability Agents (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall only apply only until the date on which the next adjustment is due to take place upon and (3) notwithstanding anything herein to the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required contrary, at any time prior to have been delivered by the ESG Amendment. Following the effectiveness of an ESG Amendment, the Loan Parties shall not (and shall ensure that none of their Subsidiaries will) make any disclosure that references any credit facility hereunder or any Loan as “sustainability-linked”. The KPIs, the Company’s performance against the KPIs, and any related ESG Applicable Rate Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Core Components of the Sustainability Linked Loan Principles, including certain reporting requirements and third-party assurance of KPI performance, and to be mutually agreed between the Company and the Joint Sustainability Coordinators (each acting reasonably). Notwithstanding anything set forth in Section 11.01 to the contrary, following the effectiveness of an ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which shall be subject only to the consent of the Company and the Required Lenders so long as such modification does not have the effect of reducing the Commitment Fee Rate, Letter of Credit Fee facility fee or relevant the Applicable Rate for Base Rate Loans, Eurocurrency Rate Loans, and letter of credit fees to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after Closing Date. For the date notice avoidance of such modification is provided doubt, in no event shall the Company be obligated to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving Facility. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with enter into the ESG Amendment and (ii) assist the Borrower failure to do so shall not result in preparing informational materials focused on ESG to be used in connection with the ESG Amendmenta Default or Event of Default.

ESG Amendment. (a) After the Closing Date, : (a) the Borrower, in consultation with the Co-Sustainability AgentsStructuring Agent, shall be entitled to either (a) establish specified Key Performance Indicators (“KPIs”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability AgentsSubsidiaries. The Co-Sustainability Agents, the Revolving Administrative Structuring Agent and the Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that , and any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not receivedshall have posted such proposed amendment to all Lenders and the Borrower unless, by prior to such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Revolving FacilityRequired Lenders, the Borrower and the Sustainability Structuring Agent. Upon effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs or its obtainment of the target ESG RatingsKPIs, certain adjustments to the Commitment Fee Rate, Letter of Credit Fee and Applicable Rate in respect of the Revolving Facility Margin may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) and/or (b) 5.00 2.5 basis points in the relevant Applicable Rate or Letter of Credit Fee or, in each case, may remain unchanged if the KPI is within certain buffer ranges to be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”)Margin. If KPIs are utilized, the 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 aligned with the Sustainability Linked Loan Principles (as published and maintained in March 2022 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, ) at the time of the ESG Amendment and in a form is to be mutually agreed between the Borrower and the Co-Sustainability Agents Structuring Agent (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have the effect of reducing the Commitment Fee Rate, Letter of Credit Fee or relevant Applicable Rate Margin to a level not otherwise permitted by this paragraph Section shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided be subject only to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityLenders. (b) The Co-Sustainability Agents Structuring Agent will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. On or before May 10, 2024 (athe “Initial ESG Expiration Date”) After (which date may be extended with the Closing Dateapproval of the Requisite Lenders so long as such approval is obtained prior to the Initial ESG Expiration Date to a date not later than May 10, 2025), (i) the Borrower, in consultation with the Co-Administrative Agent and the Sustainability AgentsStructuring Agent, shall be entitled to either (a) may in its sole discretion establish specified Key Performance Indicators key performance indicators (“KPIs”) with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of the Borrower and its Subsidiaries or Subsidiaries, and (bii) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability Agents. The Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower may (each acting reasonably and in consultation with the Sustainability Structuring Agent) may, with the consent of the Requisite Lenders, amend this Agreement (such amendment, the an “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; . If KPIs are utilized, any proposed ESG Amendment shall also identify the Sustainability Assurance Provider, provided that any such amendment Sustainability Assurance Provider shall be a qualified external reviewer, independent of the Borrower and its Subsidiaries, with relevant expertise, such as an auditor, environmental consultant and/or independent ratings agency of recognized national standing. Any such ESG Amendment shall become effective on upon the fifth (5th) Business Day after receipt by the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection executed signature pages and consents to such amendment ESG Amendment from the Borrower, the Administrative Agent and Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityRequisite Lenders. Upon the effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs or its obtainment of the target ESG RatingsKPIs, certain adjustments (increase, decrease or no adjustment, to the Commitment Fee Rateextent applicable as determined pursuant to the ESG Amendment) (such adjustments, Letter of the “ESG Applicable Margin Adjustments”) to the otherwise applicable Applicable Margin will be made solely with respect to the Revolving Credit Fee Loans and Applicable Rate in respect the Tranche A-1 Term Loans (and, if approved by all of the Revolving Facility may be madeTranche A-2 Term Loan Lenders, the Tranche A-2 Term Loans); provided provided, that (i) the amount of any such adjustments made pursuant to an ESG Amendment Applicable Margin Adjustments shall not result in a exceed an increase and/or decrease or increase of more than (a) 1.00 basis point 0.04% per annum in the unused commitment fee payable pursuant to Section 2.12(baggregate for all KPIs (the provisions of this proviso, the “Sustainability Adjustment Limitations”) and/or (bii) 5.00 in no event shall the Applicable Margin be less than 0% and (iii) in no event shall the Applicable Margin be adjusted for the Tranche A-2 Term Loans in connection with the ESG Applicable Margin Adjustments without the consent of all of the Tranche A-2 Term Loan Lenders. For the avoidance of doubt, the ESG Applicable Margin Adjustments shall not be cumulative year-over-year and shall apply on an annual basis points in only. The KPIs, the relevant Borrower’s performance against the KPIs, and any related ESG Applicable Rate or Letter of Credit Fee orMargin Pricing Adjustments resulting therefrom, will be determined based on certain Borrower certificates, reports and other documents, in each case, may remain unchanged if setting forth the KPI is within certain buffer ranges to be set forth in the ESG Amendment (such adjustmentscalculation, collectivelycertification, the “Sustainability-Linked Adjustments”). If KPIs are utilized, the pricing adjustments will require, among other things, reporting verification and validation of the measurement of the KPIs in a manner that is aligned with customary market practice for companies in similar businesses implementing the Sustainability Linked Loan Principles (as published and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, and in a form to be agreed between the Borrower and the Co-Sustainability Agents (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG AmendmentLoan. Following the effectiveness of the an ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which shall be subject only to the consent of the Borrower, the Administrative Agent and the Requisite Lenders so long as (i) such modification does not have the effect of reducing the Commitment Fee Rate, Letter of Credit Fee or relevant Applicable Rate Margin to a level not otherwise permitted by this paragraph shall become effective on the fifth Section 13.7(g), and (5thii) Business Day after the date notice of such modification is provided does not affect the Applicable Margin to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as Tranche A-2 Term Loans unless the Revolving Administrative Agent has not received, ESG Amendment was approved by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect all of the Revolving Facility. Tranche A-2 Term Loan Lenders (b) The Co-Sustainability Agents will (i) assist and the Borrower in determining ESG Amendment expressly provides that future modifications to the ESG Pricing Provisions in connection with respect to the ESG Amendment and (ii) assist Tranche A-2 Term Loans require the Borrower in preparing informational materials focused on ESG to be used in connection with consent of the ESG AmendmentRequisite Lenders only).

ESG Amendment. (a) After the Closing Date, the BorrowerBorrower Representative, in consultation with the Co-Sustainability AgentsCoordinator, shall be entitled to either (a) establish specified key performance indicators (“Key Performance Indicators (“KPIsIndicators”) with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of the Borrower Credit Parties and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability Agentstheir Subsidiaries. The Co-Sustainability Agents, the Revolving Administrative Agent Coordinator and the Borrower Representative may amend this Agreement (such amendment, amendment the “ESG Amendment”) solely for the purpose of incorporating either the KPIs Key Performance Indicators or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that , and any such amendment shall become effective on upon the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising Borrower Representative and the Required Facility Lenders in respect of the Revolving FacilitySustainability Coordinator. Upon effectiveness of any such ESG Amendment, based on either the Borrower’s Borrowers’ performance against the KPIs or its obtainment of the target ESG RatingsKey Performance Indicators, certain adjustments to the Commitment Fee Rate, Letter of Credit Fee and the Applicable Rate in respect of the Revolving Facility Margin may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than (a) 1.00 basis point in for the unused commitment fee payable pursuant to Section 2.12(b) Commitment Fee and/or (b) 5.00 basis points in the relevant Applicable Rate or Letter of Credit Margin, and further provided that in no event shall the Commitment Fee or, in each case, may remain unchanged if and the KPI is within certain buffer ranges to Applicable Margin be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”)less than zero. If KPIs Key Performance Indicators are utilized, the pricing adjustments pursuant to the Key Performance Indicators will require, among other things, reporting and validation of the measurement of the KPIs Key Performance Indicators in a manner (x) as agreed upon by the Borrower Representative and the Sustainability Coordinator (each acting reasonably) and (y) that is aligned with the Sustainability Linked Loan Principles (as published and maintained in March 2022 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together ) or with a related pricing certificate, and precedent Sustainability Linked Loans in a form to be agreed between the Borrower and financial services syndicated loan market at the Co-Sustainability Agents (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier time of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have the effect of increasing or reducing the Applicable Margin, or the Commitment Fee Rate, Letter of Credit Fee or relevant Applicable Rate to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided be subject only to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving Facility. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining Representative and the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG AmendmentSustainability Coordinator.

ESG Amendment. (a) After the Closing Effective Date, the Borrower, in consultation with the Co-Sustainability AgentsCoordinator, shall be entitled to either (a) establish specified Key Performance Indicators (“KPIsKPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between Subsidiaries. The Sustainability Coordinator, the Borrower and the Co-Sustainability Agents. The Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings KPI’s and other related relatedNotwithstanding anything to the contrary set forth herein, any amendment, consent, supplement or waiver with respect to any provisions relating to any KPI Metric, this Section 2.18 and any provision with respect to the KPI Metrics (including any Sustainability Facility Fee Adjustment or any Sustainability Rate Adjustment and any definitions, schedule or exhibit relating to such provisions (the “ESG Pricing Provisions”) into this Agreement; provided that , and any such amendment (including provisions with respect to the reporting and validation of the measurement of the proposed KPI’s) shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not receivedshall have posted such proposed amendment to all Lenders and the Borrower unless, by prior to such time, Lenders comprising) or the establishment of any additional KPI Metrics with respect to certain environmental, social and governance targets of the Company and its Subsidiaries shall only require approval of the Required Lenders have delivered to, the Company, the Administrative Agent (who shall promptly notify the Borrower) written notice of objection that such Required Lenders object to such amendment from ESG Amendment. In the event that Required Lenders comprising deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Facility Lenders in respect of Lenders, the Revolving FacilityBorrower and the Sustainability Coordinator. Upon effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs KPI’s, certainand the Sustainability Structuring Agent hereunder, in each case so long as the adjustments (increase, decrease or its obtainment of the target ESG Ratings, certain adjustments no adjustment) to the Commitment Fee Rateotherwise applicable facility feeFacility Fee, Letter of Credit Fee Applicable Rate for Base Rate Loans, and Canadian Prime Rate Swing Line Loans and Applicable Rate in respect of the Revolving Facility may for Eurodollar Rate Loans and Daily Floating LIBOR Rate Loans will be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall shallTerm SOFR Loans, Daily SOFR Loans and Alternative Currency Term Rate Loans do not result in exceed (x) a 0.010% increase and/or decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(botherwise applicable facility feeFacility Fee and (y) a 0.040% increase and/or (b) 5.00 basis points decrease in the relevant otherwise applicable Applicable Rate or for Eurodollar RateTerm SOFR Loans, Daily Floating LIBOR RateSOFR Loans and Letter of Credit Fee orFees and the Applicable Rate for BaseAlternative Currency Term Rate Loans, and the adjustments to the Applicable Rate for Base Rate Loans shall be the same amount, in each casebasis points, may remain unchanged if as the KPI is within certain buffer ranges adjustments to the Applicable Rate for Eurodollar Rate Loans and Daily Floating LIBORCanadian Prime Rate Swing Line Loans; provided that in no event shall the Applicable Rate for Base Rate Loans be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”)less than zero. If KPIs are utilized, the The pricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the measurement of the KPIs KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles Principles1 (as published in effect from time to time) and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, and in a form is to be agreed between the Borrower and the Co-Sustainability Agents Coordinator (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which shall be subject only to the consent of the Borrower and the Required Lenders if such modification does not have the effect of reducing the Commitment Fee Ratefacility fee, Letter of Credit Fee or relevant Applicable Rate for Base Rate Loans, or Applicable Rate for Eurodollar Rate Loans and Daily Floating LIBOR Rate Loans to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of it being understood that any such modification is provided having the effect of reducing the facility feeFacility Fee, Applicable Rate for Base Rate Loans or Canadian Prime Rate Swing Line Loans or Applicable Rate for Eurodollar RateTerm SOFR Loans, Daily SOFR Loans and Daily Floating LIBORAlternative Currency Term Rate Loans to the Lenders without any amendment to, or further action or consent of any other party to, a level not otherwise permitted by this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, paragraph would require approval by such time, written notice of objection to such modification from Lenders comprising the Required Facility all affected Lenders in respect of the Revolving Facilityaccordance with Section 10.01). (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After the Closing Date, the Parent and the Borrower, in consultation with the Co-Sustainability Structuring Agents, shall be entitled to either (a) establish a 4887-6582-6072 v.11 specified Level 1 Key Performance Indicators Indicator (the “Level 1 KPI”) and, if requested by the Borrower in its sole discretion, a Level 2 Key Performance Indicator (the “Level 2 KPI” and together with the Level 1 KPI, the “KPIs”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability AgentsConsolidated Entities. The Co-Sustainability Agents, Structuring Agents and the Revolving Administrative Agent Parent and the Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of establishing and incorporating either the KPIs or ESG Ratings and other related provisions (including procedures for reviewing, auditing, or otherwise evaluating the “ESG Pricing Provisions”KPIs) into this Agreement; provided that , and any such amendment ESG Amendment shall only become effective on upon the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or written consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of Lenders, the Revolving FacilityAdministrative Agent, the Parent and the Borrower. Upon effectiveness of any such ESG Amendment, based on either the Borrower’s Consolidated Parties’ performance against (i) the Level 1 KPI, the Applicable Rate for Term SOFR Rate Loans, Daily SOFR Rate Loans and Base Rate Loans shall be adjusted downward by 1 basis point per annum upon satisfaction of the Level 1 KPI and (ii) the Level 2 KPI, the Applicable Rate for Term SOFR Rate Loans, Daily SOFR Rate Loans and Base Rate Loans shall be adjusted downward by 2.5 basis per annum upon satisfaction of the Level 2 KPI (which, for avoidance of doubt, includes the reduction for meeting the Level 1 KPI), provided that in no event shall the Applicable Rate be less than zero (0). The pricing adjustments pursuant to the KPIs or its obtainment of the target ESG Ratings, certain adjustments to the Commitment Fee Rate, Letter of Credit Fee and Applicable Rate in respect of the Revolving Facility may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) and/or (b) 5.00 basis points in the relevant Applicable Rate or Letter of Credit Fee or, in each case, may remain unchanged if the KPI is within certain buffer ranges to be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”). If KPIs are utilized, the pricing adjustments will require, among other things, reporting and validation of the measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained in May 2020 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which . Such pricing adjustments shall include a customary review report from a third party, together with a related pricing certificate, not be cumulative year over year and in a form to be agreed between the Borrower and the Co-Sustainability Agents (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next annual adjustment is due scheduled to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required place. Each party to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any modification agreed to by this Agreement acknowledges that the Co-Sustainability Agents, Structuring Agents shall not be deemed to have made any representations or warranties regarding the Revolving Administrative Agent and affairs of the Borrower to the ESG Pricing Provisions which does and shall not have the effect of reducing the Commitment Fee Rate, Letter of Credit Fee any responsibility or relevant Applicable Rate to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders liability in respect of reviewing, auditing or otherwise evaluating the Revolving FacilityKPIs or the pricing adjustments. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After the Closing Date, the BorrowerCompany, in consultation with the Co-Sustainability AgentsCoordinator, shall be entitled to either (a) establish specified key performance indicators (“Key Performance Indicators (“KPIsIndicators”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower Company and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between Subsidiaries. The Sustainability Coordinator, the Borrower Agent, the Required Lenders, and the Co-Sustainability Agents. The Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower Company may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings Key Performance Indicators and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that such amendment shall become effective on the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of the Revolving Facility. Upon effectiveness of any such ESG Amendment, based on either the Borrower’s Borrowers’ performance against the KPIs or its obtainment of the target ESG RatingsKey Performance Indicators, certain adjustments (increase, decrease or no adjustment) to the Applicable Margin for the Commitment Fee RateFee, Letter Letters of Credit Fee Credit, Term Rate Advances, Daily Simple SOFR Advances, Base Rate Advances and Applicable Alternative Currency Daily Rate in respect of the Revolving Facility Advances may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than (a) 1.00 basis point per annum in the unused commitment fee payable pursuant to Section 2.12(b) Applicable Margin for the Commitment Fee and/or (b) 5.00 basis points per annum in the relevant Applicable Margin for Base Rate Advances, Applicable Margin for Term Rate Advances, Applicable Margin for Daily Simple SOFR Advances, Applicable Margin for Alternative Currency Daily Rate Advances, or Letter Applicable Margin for Letters of Credit Fee orCredit, provided that in each case, may remain unchanged if no event shall the KPI is within certain buffer ranges to Applicable Margin for any purposes be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”). If KPIs are utilized, the pricing adjustments will require, among other things, reporting and validation of the measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, and in a form to be agreed between the Borrower and the Co-Sustainability Agents (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendmentless than zero. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have the effect of reducing the Applicable Margin for the Commitment Fee RateFee, Letter Letters of Credit Fee or relevant Applicable Credit, Base Rate Advances, Term Rate Advances, Daily Simple SOFR Advances and Alternative Currency Daily Rate Advances to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided be subject only to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Lenders. 110 Sealed Air – 4th A&R Syndicated Facility Lenders in respect of the Revolving Facility. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.Agt

ESG Amendment. (a) After the Closing Date, the Borrower, in consultation with the Co-Sustainability AgentsStructuring Agent, shall be entitled to either (a) establish specified Key Performance Indicators (“KPIs”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability AgentsStructuring Agent. The Co-Sustainability AgentsStructuring Agent, the Revolving Administrative Agent Borrower and the Borrower Required Lenders may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that such amendment shall become effective on Agreement for the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityLoans. Upon effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs or its obtainment of the target ESG Ratings, certain adjustments to the Commitment Fee RateFacility Fee, the Applicable Margin for Revolving Credit Loans and/or Letter of Credit Fee and Applicable Rate in respect of the Revolving Facility fees payable pursuant to §2.9(e)(ii) may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a an increase (if specified KPIs or ESG ratings targets are not achieved) or decrease (if specified KPIs or increase ESG ratings targets are achieved) of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) Facility Fee and/or (b) 5.00 4.00 basis points in the relevant Applicable Rate Margin for Revolving Credit Loans or the Letter of Credit Fee or, in each case, may remain unchanged if the KPI is within certain buffer ranges fees payable pursuant to be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”§2.9(e)(ii). If KPIs are utilized, the pricing adjustments will require, among other things, reporting and validation by a Sustainability Metric Auditor of the measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, ) and in a form is to be agreed between the Borrower and the Co-Sustainability Agents Structuring Agent (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have the effect of reducing the Commitment Fee RateFacility Fee, the Applicable Margin for Revolving Credit Loans or Letter of Credit Fee or relevant Applicable Rate fees payable pursuant to §2.9(e)(ii) to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided be subject only to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityLenders. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) 2.12.1 After the Closing Date, the Borrower, in consultation with the Co-Sustainability AgentsCoordinators, shall be entitled to either (a) may establish specified Key Performance Indicators key performance indicators (“KPIs”) with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of the Borrower and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability AgentsSubsidiaries. The Co-Sustainability AgentsBorrower, the Revolving Sustainability Coordinators, the Administrative Agent and the Borrower Required Lenders may amend this Credit Agreement (such amendment, the an “ESG Amendment”; it being understood and agreed that (x) prior to the effectiveness of an ESG Amendment, the Borrower shall have mandated the Sustainability Coordinators to act as sustainability coordinators in connection with such ESG Amendment and any ESG-related matters in connection therewith (such mandate to be in a writing signed by the Borrower and the Sustainability Coordinators, or otherwise in form and substance reasonably satisfactory to the Sustainability Coordinators), and (y) in connection with the effectiveness of an ESG Amendment, the Borrower shall have paid any fees required to be paid to the Sustainability Coordinators in connection with such ESG Amendment) solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Credit Agreement; provided that , and any such amendment shall become effective on upon receipt of the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityLenders. Upon the effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs or its obtainment of the target ESG RatingsKPIs, certain adjustments (increase, decrease or no adjustment) to the Commitment 5-Year Facility Fee RateFactor for the 5-Year Facility Fee, the 5-Year Margin for Base Rate Loans and/or Term SOFR Loans and/or the rate for the Letter of Credit Fee and Applicable Rate in respect of the Revolving Facility may Fees, will be made; provided that provided, that, the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than exceed (ai) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(bcase of the 5-Year Facility Fee Factor for the 5-Year Facility Fee, an increase and/or decrease of 0.01%, (ii) in the case of the 5-Year Margin for Base Rate Loans and/or Term SOFR Loans, an increase or decrease of 0.05% and/or (biii) 5.00 basis points in the relevant Applicable Rate or case of the rate for the Letter of Credit Fee orFees, an increase or decrease of 0.05% and, in each caseof clauses (i), may remain unchanged if (ii) and (iii), such adjustments shall not be cumulative year-over-year; provided, further, that, in no event shall the KPI is within certain buffer ranges to be set forth in 5-Year Facility Fee Factor for the ESG Amendment (such adjustments, collectively5-Year Facility Fee, the “Sustainability5-Linked Adjustments”). If KPIs are utilized, Year Margin for the Base Rate Loans and/or Term SOFR Loans or the rate for the Letter of Credit Fees be less than zero. 2.12.2 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 aligned with the Sustainability Linked Loan Principles (sustainability linked loan principles, as published in February 2023, and maintained as may be updated, revised or amended from time to time by the Loan Market Association, the Asia Pacific Loan Market Association and the Loan Syndications & Trading AssociationAssociation (the “SLL Principles”). In alignment with the SLL Principles, which such ESG Amendment shall also include the ESG Pricing Provisions and shall identify a customary review report from sustainability assurance provider, provided that any such sustainability assurance provider shall be a third partyqualified external reviewer, together with a related pricing certificate, and in a form to be agreed between independent of the Borrower and its Subsidiaries, with relevant expertise, such as (for illustrative purposes only) an auditor, environmental consultant and/or independent ratings agency of recognized national standing designated by the Co-Borrower (or any replacement qualified external reviewer as designated from time to time by the Borrower in respect thereof); provided that any such sustainability assurance provider shall be reasonably acceptable to the Sustainability Agents Coordinators (each acting reasonably) (collectively, the “ESG CertificateSustainability Assurance Provider”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. . 2.12.3 Following the effectiveness of the such ESG Amendment, any amendment or other modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have the effect of reducing the Commitment 5-Year Facility Fee RateFactor for the 5-Year Facility Fee, the 5-Year Margin for Base Rate Loans and/or Term SOFR Loans or the rate for the Letter of Credit Fee or relevant Applicable Rate Fees to a level not otherwise permitted by this paragraph Section 2.12 shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided be subject only to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityLenders. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After the Closing Date, the BorrowerCompany, in consultation with the Co-Sustainability Agents, shall be entitled to either (a) establish specified Key Performance Indicators key performance indicators (“KPIs”) with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of the Borrower Company and its Subsidiaries or (b) establish external with such KPIs and ESG ratings (“ESG Ratings”) targets to be mutually agreed between being reasonably aligned with the Borrower and the Co-Sustainability AgentsLinked Loan Principles. The Co-Sustainability Agents, the Revolving Administrative Agent Agents and the Borrower Company may amend this Agreement (such amendment, the “ESG Amendment”) ), solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided , with the consent of the Administrative Agent, the Borrower and Lenders constituting the Required Lenders. In the event that Required Lenders do not consent to any such amendment shall become effective on the fifth (5th) Business Day after the date notice of such amendment is provided ESG Amendment, an alternative ESG Amendment may be proposed and effectuated, subject to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as consents required pursuant to the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of the Revolving Facilityimmediately preceding sentence. Upon the effectiveness of any such ESG Amendment, based on either the BorrowerCompany’s performance against the KPIs or its obtainment of the target ESG RatingsKPIs, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Commitment Fee RateFee, Applicable Margin for Eurocurrency Loans and Letter of Credit Fee Fee, and Applicable Margin for Base Rate in respect of the Revolving Facility may Loans and L/C Borrowings will be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than exceed (ai) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(bcase of the Commitment Fee, an increase and/or decrease of 0.01% and (ii) and/or (b) 5.00 basis points in the relevant case of the Applicable Rate or Margin for Eurocurrency Loans and Letter of Credit Fee orand Applicable Margin for Base Rate Loans and L/C Borrowings, an increase and/or decrease of 0.05%, and the adjustments to the Applicable Margin for Base Rate Loans and L/C Borrowings shall be the same amount, in each casebasis points, may remain unchanged if as the KPI is within certain buffer ranges adjustments to the Applicable Margin for Eurocurrency Loans and Letter of Credit Fee; provided that in no event shall the Applicable Margin for Base Rate Loans and L/C Borrowings be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”)less than zero. If KPIs are utilized, the 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 aligned with the Sustainability Linked Loan Principles (as published and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, and in a form is to be agreed between the Borrower Company and the Co-Sustainability Agents (each all acting reasonably) (collectively, the “ESG Certificate”). Each applicable SustainabilityThe ESG Amendment will not impose any requirement on any Co-Linked Adjustment shall apply only until Sustainability Agent to assess, monitor, report and/or validate the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG AmendmentKPIs. Following the effectiveness of the ESG Amendment, : (i) any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have has the effect of increasing or reducing the Commitment Fee RateFee, Applicable Margin for Eurocurrency Loans and Letter of Credit Fee or relevant and Applicable Margin for Base Rate Loans and L/C Borrowings to a level not otherwise permitted by this paragraph Section 2.15(a) shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided be subject to the Lenders without any amendment to, or further action or consent of all Lenders; and (ii) any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection modification to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving Facility. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions (other than as provided for in connection with Section 2.15(a)(i) above) shall be subject only to the ESG Amendment and (ii) assist consent of the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG AmendmentRequired Lenders.

ESG Amendment. Prior to the date which is twelve (a12) After months following the Restatement Closing Date, or upon the Borrowerrequest of the Borrowers prior to such date, such later date (not to exceed twenty-four (24) months following the Restatement Closing Date) as requested by the Borrowers and consented to by the Sustainability Coordinator and the Required Lenders, the Borrowers, in consultation with the Co-Sustainability AgentsCoordinator, shall be entitled to either (a) establish specified Key Performance Indicators (“KPIs”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower Borrowers and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower their Subsidiaries. The Sustainability Coordinator and the Co-Sustainability Agents. The Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower Borrowers may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that , and any such amendment shall become effective on with the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of Lenders, the Revolving FacilityBorrowers and the Sustainability Coordinator. Upon effectiveness of any such ESG Amendment, based on either the Borrower’s Borrowers’ performance against the KPIs or its obtainment of the target ESG RatingsKPIs, certain adjustments to the Applicable Rate for the Commitment Fee RateFee, Letter of Credit Fee and Applicable Fees, Base Rate in respect of the Revolving Facility Loans, and/or Term SOFR Loans may be made; provided provided, that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) Applicable Rate for the Commitment Fee and/or (b) 5.00 basis points in the relevant Applicable Rate or for Base Rate Loans, Term SOFR Loans and Letter of Credit Fee orFees; provided, further, that (x) in no event shall such adjusted Applicable Rate be less than zero, (y) such adjustments to the Applicable Rate shall not be cumulative year-over-year and (z) each case, may remain unchanged if applicable adjustment to the KPI Applicable Rate shall only apply until the date on which the next adjustment is within certain buffer ranges due to be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”)take place. If KPIs are utilized, the 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 aligned with the Sustainability Linked Loan Principles (as published and maintained from time to time by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which including the appointment of a sustainability assurance provider; provided, that any such sustainability assurance provider shall include be a customary review report from a third partyqualified external reviewer, together independent of the Borrowers and their Subsidiaries, with a related pricing certificaterelevant expertise, such as an auditor, environmental consultant and/or independent ratings agency of recognized national standing and in a form is to be agreed between the Borrower Borrowers and the Co-Sustainability Agents Coordinator (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have the effect of reducing the Commitment Fee Rate, Letter of Credit Fee or relevant Applicable Rate to a level not otherwise permitted by this paragraph Section 2.16 shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided be subject only to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of and the Revolving FacilityBorrowers. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After the Closing Date, the BorrowerCompany, in consultation with the Co-Sustainability AgentsCoordinator, shall be entitled to either (a) establish specified Key Performance Indicators (“KPIsKPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower Company and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between Subsidiaries. The Sustainability Coordinator, the Borrower Company and the Co-Sustainability Agents. The Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that , and any such amendment (including provisions with respect to the reporting and validation of the measurement of the proposed KPI’s) shall become effective on with the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or written consent of any other party tothe Required Lenders, this Agreement or any other Loan Document so long as the Revolving Company, the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising and the Required Facility Lenders in respect of the Revolving FacilitySustainability Coordinator. Upon effectiveness of any such ESG Amendment, based on either the BorrowerCompany’s performance against the KPIs or its obtainment of the target ESG RatingsKPI’s, certain adjustments (increase, decrease or no adjustment) to the Commitment Fee Rateotherwise applicable commitment fee, Letter of Credit Fee Applicable Rate for Base Rate Loans, and Applicable Rate in respect of the Revolving Facility may for Term SOFR Loans will be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in exceed (x) a 0.010% increase and/or decrease or increase of more than (a) 1.00 basis point in the unused otherwise applicable commitment fee payable pursuant to Section 2.12(band (y) a 0.050% increase and/or (b) 5.00 basis points decrease in the relevant aggregate for all such increases or decreases in the otherwise applicable Applicable Rate or for Term SOFR Loans and Letter of Credit Fee orFees and the Applicable Rate for Base Rate Loans (and not to exceed 0.025% per increase and/or decrease per KPI), and the adjustments to the Applicable Rate for Base Rate Loans shall be the same amount, in each casebasis points, may remain unchanged if as the KPI is within certain buffer ranges adjustments to the Applicable Rate for Term SOFR Loans; provided that in no event shall the Applicable Rate for Base Rate Loans be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”)less than zero. If KPIs are utilized, the The pricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the measurement of the KPIs KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, and in a form is to be agreed between the Borrower Company and the Co-Sustainability Agents Coordinator (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which shall be subject only to the consent of the Company and the Required Lenders if such modification does not have the effect of reducing the Commitment Fee Ratecommitment fee, Letter of Credit Fee or relevant Applicable Rate for Base Rate Loans, or Applicable Rate for Term SOFR Loans to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of it being understood that any such modification is provided having the effect of reducing the commitment fee, Applicable Rate for Base Rate Loans or Applicable Rate for Term SOFR Loans to the Lenders without any amendment to, or further action or consent of any other party to, a level not otherwise permitted by this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, paragraph would require approval by such time, written notice of objection to such modification from Lenders comprising the Required Facility all affected Lenders in respect of the Revolving Facilityaccordance with Section 10.01). (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After the Closing Date, the BorrowerCompany, in consultation with the Co-Sustainability AgentsCoordinator, shall be entitled to either establish two (a2) establish specified Key Performance Indicators key performance indicators (individually, a “KPI” and collectively, the “KPIs”) with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of the Borrower Company and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability AgentsSubsidiaries. The Co-Sustainability Agents, the Revolving Administrative Agent Coordinator and the Borrower Company may amend this Agreement (such amendment, the an “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and the other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that , and any such amendment shall become effective at 5:00 p.m., New York City time, on the fifth tenth (5th10th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not receivedshall have posted such proposed ESG Amendment to all Lenders and the Company unless, by prior to such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect have delivered to the Administrative Agent (who shall promptly notify the Company) written notice that such Required Lenders object to such ESG Amendment. In the event that the Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Revolving FacilityRequired Lenders, Company and the Sustainability Coordinator. Upon the effectiveness of any such ESG Amendment, based on either the BorrowerCompany’s performance against the KPIs or its obtainment of the target ESG RatingsKPIs, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Commitment Fee, Applicable Rate for Base Rate Loans, Global Swing Line Loans, Eurodollar Rate Loans, Alternative Currency Loans, and Letter of Credit Fees will be made as follows: (A) if both KPIs have been established and are met (x) the applicable Commitment Fee shall decrease by 0.01% and (y) the Applicable Rate for all Loans and Letter of Credit Fees shall decrease by 0.05%; (B) if one KPI has been established and is met (x) the applicable Commitment Fee shall decrease by 0.005% and (y) the Applicable Rate for all Loans and Letter of Credit Fees shall decrease by 0.025%; (C) if one KPI has been established and is not met (x) the applicable Commitment Fee shall increase by 0.005% and (y) the Applicable Rate for all Loans and Letter of Credit Fees shall increase by 0.025%; (D) if both KPIs have been established and neither KPI is met (x) the applicable Commitment Fee shall increase by 0.01% and (y) the Applicable Rate for all Loans and Letter of Credit Fees shall increase by 0.05%; and (E) if both KPIs have been established and only one KPI is met, no adjustments to the Commitment Fee Rate, Letter of Credit Fee and or the Applicable Rate in respect of the Revolving Facility may shall be made; provided that . Notwithstanding the amount of any such adjustments made pursuant to an ESG Amendment foregoing, in no event shall not result in a decrease the Commitment Fee or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) and/or (b) 5.00 basis points in the relevant Applicable Rate for any Loan or Letter of Credit Fee or, in each case, may remain unchanged if the KPI is within certain buffer ranges to be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”)less than zero. If KPIs are utilized, the 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 aligned with the Sustainability Linked Loan Principles (as published and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, and in a form is to be agreed between the Borrower Company and the Co-Sustainability Agents Coordinator (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the an ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing adjusting the Commitment Fee RateApplicable Rate for Loans, Letter of Credit Fees, or the Commitment Fee or relevant Applicable Rate to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilitySection 2.19(a). (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After the Closing Effective Date, the Borrower, in consultation with the Co-Sustainability AgentsCoordinators, shall be entitled to either (a) establish specified Key Performance Indicators key performance indicators (“KPIs”) with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of the Borrower Borrowers and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower their respective Subsidiaries. The Sustainability Coordinators and the Co-Sustainability Agents. The Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower Borrowers may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that , and any such amendment shall become effective at 5:00 p.m., New York City time, on the fifth (5th) seventh Domestic Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not receivedshall have posted such proposed amendment to all Banks and the Borrowers unless, by prior to such time, written notice of objection to such amendment from Lenders Banks comprising the Required Facility Lenders Banks have delivered to the Administrative Agent (who shall promptly notify the Borrowers) written notice that such Required Banks object to such ESG Amendment. In the event that Required Banks deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated following the process described in respect of the Revolving Facilityimmediately preceding sentence, the Borrowers and the Sustainability Coordinators. Upon the effectiveness of any such ESG Amendment, based on either the Borrower’s Borrowers’ performance against the KPIs or its obtainment of the target ESG RatingsKPIs, certain adjustments (increase, decrease or no adjustment) to the Commitment Fee Rateotherwise applicable commitment fee, Applicable Margin for Base Rate Loans, Swingline Loans, Euro-Currency Loans and Letter of Credit Fee and Applicable Rate in respect of the Revolving Facility may fees will be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than exceed (ai) 1.00 basis point in the unused case of the commitment fee payable pursuant to Section 2.12(bfee, an increase and/or decrease of 0.01% and (ii) and/or (b) 5.00 basis points in the relevant case of the Applicable Rate or Margin for Euro-Currency Loans and Letter of Credit Fee orfees, an increase and/or decrease of 0.05%, and the adjustments to the Applicable Margin for Base Rate Loans and Swingline Loans shall be the same amount, in each casebasis points, may remain unchanged if as the KPI is within certain buffer ranges adjustments to the Applicable Margin for Euro-Currency Loans and Letter of Credit fees, provided that in no event shall the Applicable Margin for Base Rate Loans and Swingline Loans be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”)less than zero. If KPIs are utilized, the The pricing adjustments pursuant to the KPIs will require, among other things, reporting and validation of the measurement of the KPIs KPIs, as provided for by the Borrower and in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, and in a form to be agreed between the Borrower and the Co-Sustainability Agents (Coordinators, each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to Such reporting and validation will take place upon annually at the earlier of (x) fiscal year-end for the Borrower’s delivery , starting in December 2022. There will be a single set of a subsequent ESG Certificate or collective KPIs for the Borrowers, namely by Allegion plc. (yb) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the any ESG Amendment, : (i) any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have that has the effect of (x) reducing the Commitment Fee Ratecommitment fee, Applicable Margin for Base Rate Loans and Swingline Loans, or Applicable Margin for Euro-Currency Loans and Letter of Credit Fee or relevant Applicable Rate fees to a level not otherwise permitted by this paragraph Section 2.24(a) or (y) increasing the commitment fee, Applicable Margin for Base Rate Loans and Swingline Loans, or Applicable Margin for Euro-Currency Loans and Letter of Credit fees that is not accompanied by a corresponding reduction of the commitment fee, Applicable Margin for Base Rate Loans and Swingline Loans, or Applicable Margin for Euro-Currency Loans and Letter of Credit fees by a percentage equivalent to such increase, shall become effective on the fifth (5thin each case) Business Day after the date notice of such modification is provided be subject to the Lenders without any amendment to, or further action or prior written consent of any other party to, this Agreement or any other Loan Document so long as all Banks and the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving Facility. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.Borrower; and

ESG Amendment. (a) After the Closing Date, the Borrower, in consultation with the Co-Sustainability AgentsCoordinator, shall be entitled to either (a) establish specified Key Performance Indicators (“KPIs”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability AgentsCoordinator. The Co-Sustainability AgentsCoordinator, the Revolving Administrative Agent Borrower and the Borrower Required Lenders may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that such amendment shall become effective on the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of the Revolving Facility. Upon effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs or its obtainment of the target ESG Ratings, certain adjustments to the Commitment Facility Fee Raterate, Letter of Credit Fee commission and Applicable Rate in respect of the Revolving Facility Margin may be made; made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) Facility Fee and/or (b) 5.00 4.00 basis points in the relevant Applicable Rate Margin or Letter of Credit Fee or, in each case, may remain unchanged if the KPI is within certain buffer ranges to be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”)commission. If KPIs are utilized, the pricing adjustments will require, among other things, reporting and validation of the measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, ) and in a form is to be agreed between the Borrower and the Co-Sustainability Agents Coordinator (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have the effect of reducing the Commitment Facility Fee Raterate, Letter of Credit Fee commission or relevant Applicable Rate Margin to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided be subject only to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityLenders. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After the Closing Date, the Borrower, in consultation with the Co-Sustainability AgentsStructuring Agent and the Administrative Agent, shall be entitled to either (ai) establish specified Key Performance Indicators (“KPIs”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower and its Subsidiaries or (bii) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower Borrower, the Sustainability Structuring Agent and the Co-Sustainability AgentsAdministrative Agent. The Co-Sustainability AgentsStructuring Agent, the Revolving Administrative Agent and the Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that such amendment shall become effective on upon execution of the fifth (5th) Business Day after ESG Amendment by the date notice of such amendment is provided to Borrower, the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising and the Required Facility Lenders in respect of the Revolving FacilityLenders. Upon effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs or its obtainment of the target ESG Ratings, certain adjustments to the Commitment Fee Raterate, Letter of Credit Fee and Applicable Rate in respect of the Revolving Facility for any Loans may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than (ax) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) Commitment Fee and/or (by) 5.00 basis points in the relevant Applicable Rate for any Loans or Letter of Credit Fee; provided, further, that in no event shall the Commitment Fee orrate, Letter of Credit Fee or Applicable Rate for any Loans be less than zero, in each case, may remain unchanged if the KPI is within certain buffer ranges for a given fiscal year (or other period to be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”agreed). If KPIs are utilized, the pricing adjustments will require, among other things, reporting and validation of the measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, ) and in a form is to be agreed between the Borrower and the Co-Sustainability Agents Structuring Agent (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability AgentsStructuring Agent, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have the effect of reducing the Commitment Fee Raterate, Letter of Credit Fee or relevant Applicable Rate for any Loans to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided be subject to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityLenders. (b) The Co-Sustainability Agents Structuring Agent will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After the Closing Date, the BorrowerToro, in consultation with the Co-Sustainability AgentsCoordinator, shall be entitled to either (a) establish specified Key Performance Indicators key performance indicators (“KPIs”) for the Revolving Credit Facility with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of the Borrower Borrowers and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability Agentstheir Subsidiaries. The Co-Sustainability Agents, the Revolving Administrative Agent Coordinator and the Borrower Toro may amend this Agreement (such amendment, the an “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and the other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that , and any such amendment shall become effective at 5:00 p.m., New York City time, on the fifth (5th) tenth Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not receivedshall have posted such proposed amendment to all Lenders and the Borrowers unless, by prior to such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect have delivered to the Administrative Agent (who shall promptly notify the Borrowers) written notice that such Required Lenders object to such ESG Amendment. In the event that the Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Revolving FacilityRequired Lenders, Toro and the Sustainability Coordinator. Upon the effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs or its obtainment of the target ESG RatingsKPIs, certain adjustments (increase, decrease or no adjustment) to the Commitment Fee Rateotherwise applicable Facility Fee, Applicable Rate for Base Rate Loans, Swing Line Loans, Eurocurrency Rate Loans, Alternative Currency Loans, and Letter of Credit Fee and Applicable Rate in respect of the Revolving Facility may Fees will be made; provided that if more than one KPI has been established, the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than (ax) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(bcase of the applicable Facility Fee, (i) and/or increase by 0.01% if none of the then existing KPIs are met or (bii) 5.00 basis points decrease by 0.01% if all of the then existing KPIs are met or (y) in the relevant case of the Applicable Rate or for Eurocurrency Rate Loans, Alternative Currency Loans and Letter of Credit Fee orFees, (i) increase by 0.04% if none of the then existing KPIs are met or (ii) decrease by 0.04% if all of the then existing KPIs are met, and the adjustments to the Applicable Rate for Base Rate Loans and Swing Line Loans shall be the same amount, in each casebasis points, may remain unchanged as the adjustments to the Applicable Rate for Eurocurrency Rate Loans and Letter of Credit Fees, provided that in no event shall the Applicable Rate for Base Rate Loans and Swing Line Loans be less than zero; provided further, that if more than one KPI has been established and just one of the KPI then existing KPIs is within certain buffer ranges met, no adjustments to the Facility Fee or the Applicable Rate shall be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”)made. If KPIs are utilized, the 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 aligned with the Sustainability Linked Loan Principles (as published and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, and in a form is to be agreed between the Borrower Toro and the Co-Sustainability Agents Coordinator (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, : (i) any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have has the effect of (x) reducing the Commitment Fee Rateapplicable Facility Fee, Applicable Rate for Base Rate Loan and Swing Line Loans, or Applicable Rate for Eurocurrency Rate Loans, Alternative Currency Loans and Letter of Credit Fee or relevant Applicable Rate Fees to a level not otherwise permitted by this paragraph Section 2.18(a) or (y) increasing the applicable Facility Fee, Applicable Rate for Base Rate Loans and Swing Line Loans, or Applicable Rate for Eurocurrency Rate Loans, Alternative Currency Loans and Letter of Credit Fees that is not accompanied by a corresponding reduction of the applicable Facility Fee, Applicable Rate for Base Rate Loans and Swing Line Loans, or Applicable Rate for Eurocurrency Rate Loans, Alternative Currency Loans, and Letter of Credit Fees by a percentage equivalent to such increase, shall become effective on the fifth (5thin each case) Business Day after the date notice of such modification is provided be subject to the Lenders without any amendment to, or further action or consent of all Lenders; and (ii) any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection modification to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving Facility. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions (other than as provided for in connection with Section 2.18(a)(i) above) shall be subject only to the ESG Amendment and (ii) assist consent of the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG AmendmentRequired Lenders.

ESG Amendment. (a) After the Closing Third Amendment Effective Date and until the first anniversary of the Fourth Amendment Effective Date, the US Borrower, in consultation with the Co-Sustainability AgentsCoordinators, shall be entitled to either (a) may establish specified Key Performance Indicators key performance indicators (“KPIs”) with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of the US Borrower and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between Subsidiaries. The Sustainability Coordinators, the Administrative Agent, the US Borrower and the Co-Sustainability Agents. The Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower Required Lenders may amend this Agreement (such amendment, the an “ESG Amendment”; it being understood and agreed that (x) prior to the effectiveness of an ESG Amendment, the US Borrower shall have mandated each Sustainability Coordinator to act as a sustainability coordinator in connection with such ESG Amendment and any ESG-related matters in connection therewith (such mandate to be in a writing signed by the US Borrower and the applicable Sustainability Coordinator, or otherwise in form and substance reasonably satisfactory to the applicable Sustainability Coordinator), and (y) in connection with the effectiveness of an ESG Amendment, the US Borrower shall have paid any fees required to be paid to each Sustainability Coordinator in connection with such ESG Amendment) solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that , and any such amendment shall become effective on upon receipt of the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityLenders. Upon the effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs or its obtainment of the target ESG RatingsKPIs, certain adjustments to the Commitment Fee Rate(increase, Letter of Credit Fee and Applicable Rate in respect of the Revolving Facility may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than (ano adjustment) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) and/or (b) 5.00 basis points in the relevant Applicable Rate or Letter of Credit Fee or, in each case, may remain unchanged if the KPI is within certain buffer ranges to be set forth in the ESG Amendment (such adjustments, collectivelythe “ESG Applicable Rate Adjustments”) to the otherwise applicable Applicable Rate for Committed Loans, Swing Line Loans, Canadian Loans, standby Letter of Credit Fees pursuant to Section 2.04(h)(ii), standby Canadian Letter of Credit fees pursuant to Section 2.03(h)(ii) and commitment fees pursuant to Section 2.10(a) or Section 2.10(b) will be made; provided, that, the “Sustainabilityamount of the ESG Applicable Rate Adjustments shall not exceed (i) in the case of the Applicable Rate for the commitment fees pursuant to Section 2.10(a) or Section 2.10(b), an increase and/or decrease of 0.005%, and (ii) in the case of the Applicable Rate for Committed Loans, Swing Line Loans, Canadian Loans, standby Letter of Credit Fees pursuant to Section 2.04(h)(ii) and standby Canadian Letter of Credit fees pursuant to Section 2.03(h)(ii), (A) in the case of any particular KPI, an increase or decrease of 0.025% and (B) in the aggregate for all KPIs, an increase and/or decrease of 0.05%, and, in each of clauses (i) and (ii), such adjustments shall not be cumulative year-Linked Adjustments”over-year; provided, further, that, in no event shall the Applicable Rate for Committed Loans, Swing Line Loans, Canadian Loans, standby Letter of Credit Fees pursuant to Section 2.04(h)(ii), standby Canadian Letter of Credit fees pursuant to Section 2.03(h)(ii) and commitment fees pursuant to Section 2.10(a) or Section 2.10(b) be less than zero. If KPIs are utilized, the 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 aligned with the Sustainability Linked Loan Principles sustainability linked loan principles (as published and maintained from time to time by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, and in a form to be agreed between the Borrower and the Co-Sustainability Agents . (each acting reasonablyb) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the an ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which shall be subject only to the consent of the Sustainability Coordinators, the Administrative Agent, the US Borrower and the Required Lenders so long as such modification does not have the effect of reducing the Commitment Fee RateApplicable Rate for Committed Loans, Swing Line Loans, Canadian Loans, standby Letter of Credit Fee Fees pursuant to Section 2.04(h)(ii), standby Canadian Letter of Credit fees pursuant to Section 2.03(h)(ii) and commitment fees pursuant to Section 2.10(a) or relevant Applicable Rate Section 2.10(b) to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilitySection 2.19(a). (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After the Closing Effective Date, the Borrower, in consultation with the Co-Sustainability AgentsStructuring Agent, shall be entitled to either (ai) establish specified Key Performance Indicators (“KPIs”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower and its Subsidiaries or (bii) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability AgentsStructuring Agent. The Co-Sustainability AgentsNotwithstanding anything in Section 12.7. to the contrary, the Revolving Administrative Agent Borrower, the Sustainability Structuring Agent, and the Borrower Requisite Lenders may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided . In the event that any such amendment shall become effective on the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or ESG Amendment does not obtain requisite consent of any other party tothe Requisite Lenders, this Agreement or any other Loan Document so long as an alternative ESG Amendment may be effectuated with the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect consent of the Revolving FacilityRequisite Lenders, the Borrower, the Sustainability Structuring Agent, and the Administrative Agent. Upon effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs or its obtainment of the target ESG Ratings, certain adjustments to the Commitment Fee RateApplicable Facility Fee, Letter letter of Credit Fee credit fee and Applicable Rate in respect of the Revolving Facility Margin may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a an increase or decrease or increase of more than (ax) 4.00 basis points in the Applicable Margin or letter of credit fee and (y) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) and/or (b) 5.00 basis points in the relevant Applicable Rate or Letter of Credit Fee or, in each case, may remain unchanged if the KPI is within certain buffer ranges to be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”)Facility Fee. If KPIs are utilized, the pricing adjustments will require, among other things, reporting and validation of the measurement of the KPIs by a sustainability assurance provider who shall be a qualified external reviewer, independent of the Borrower and its Subsidiaries, with relevant expertise, such as an auditor, environmental consultant and/or independent ratings agency of recognized national standing, in each case in a manner that is aligned with the Sustainability Linked Loan Principles (as published in effect at the time of the ESG Amendment and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, and in a form is to be mutually agreed between the Borrower Borrower, the Sustainability Structuring Agent, and the Co-Sustainability Agents Administrative Agent (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability AgentsStructuring Agent, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have the effect of reducing the Commitment Fee Rate, Letter letter of Credit Fee credit fee or relevant Applicable Rate Margin to a level not otherwise permitted by this paragraph clause (a) shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityRequisite Lenders. (b) The Co-Sustainability Agents Structuring Agent will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After the Closing Date, the Borrower, in consultation with the Co-Sustainability AgentsCoordinators and the Administrative Agent, shall be entitled to either (a) establish specified Key Performance Indicators key performance indicators (“KPIs”) with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of the Borrower and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability AgentsSubsidiaries. The Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower may amend this Agreement (such amendment, the an “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that , and any such amendment shall become effective on upon receipt by the fifth (5th) Business Day after Administrative Agent of the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityLenders. Upon the effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs or its obtainment of the target ESG RatingsKPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Rate Adjustments”) to the Commitment Fee Rate, Letter of Credit Fee and Applicable Rate in respect of the Revolving Facility may otherwise applicable will be made; provided that the amount of any such adjustments made pursuant to an the ESG Amendment Applicable Rate Adjustments shall not result in a decrease or increase of more than exceed (aA) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(bcase of the Applicable Rate for the Commitment Fee, an increase and/or decrease of 0.01%, and (B) and/or (b) 5.00 basis points in the relevant case of the Applicable Rate or Letter of Credit Fee or, in each case, may remain unchanged if for the KPI is within certain buffer ranges to be set forth in the ESG Amendment (such adjustments, collectivelyRevolving Obligations, the “SustainabilityTerm A Loans (including any Incremental Add-Linked Adjustments”)on Term Loans related to the Term A Loans) and, if agreed by the Incremental Term Loan Lenders providing any Incremental Term Loans, such Incremental Term Loans, an increase and/or decrease of 0.05%; provided, further, that in no event shall the Applicable Rate be less than zero. If KPIs are utilizedThe KPIs, the pricing adjustments Borrower’s performance against the KPIs, and any related ESG Applicable Rate Adjustments resulting therefrom, will require, among other things, reporting and validation of the measurement of the KPIs, and will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained from time to time by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, ) and in a form to be mutually agreed between among the Borrower Borrower, the Administrative Agent and the Co-Sustainability Agents Coordinators. (each acting reasonablyb) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the an ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Commitment Fee Rate, Letter of Credit Fee or relevant Applicable Rate to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilitySection 2.16(a). (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After At any time after the Closing Date, the Borrower, in consultation with the Co-Sustainability AgentsStructuring Agent, shall be entitled to either (a) establish specified Key Performance Indicators key performance indicators (“KPIs”) with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of the Borrower and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to Subsidiaries, which shall be mutually agreed between confirmed by the Borrower and its counsel as being consistent with the Co-Sustainability AgentsSLL Principles (as defined below). The Co-Sustainability AgentsAdministrative Agent, the Revolving Administrative Sustainability Structuring Agent and the Borrower may amend this Agreement in accordance with the terms of this Section 4.9 and Section 10.1 (such amendment, the an “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings KPIs, the proposed Sustainability Assurance Provider and other related provisions (including any proposed ESG Applicable Rate Adjustments for compliance and noncompliance, respectively, with the KPIs) (collectively, the “ESG Pricing Provisions”) into this Agreement; provided that such amendment . The ESG Amendment shall become effective on upon the fifth (5th) Business Day after the date notice posting of such amendment is provided proposed ESG Pricing Provisions, the information contemplated by Section 4.9(b)(ii) and ESG Amendment to all Banks and the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as Borrower and the Revolving receipt by the Administrative Agent has not received, by such time, written notice of objection executed signature pages and consents to such amendment ESG Amendment from Lenders the Borrower, the Sustainability Structuring Agent and the Banks comprising the Required Facility Lenders in respect Majority Banks. Upon the effectiveness of the Revolving Facility. Upon effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs or its obtainment of the target ESG RatingsKPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Rate Adjustments”) to the otherwise applicable Applicable Rate will be made; provided, that (i) the amount of such adjustments shall not exceed an increase and/or decrease of 0.05% (5 basis points) per annum to the applicable “SOFR Margin” or “ABR Margin” as set forth in the definition of “Applicable Rate” or (y) 0.01% (1 basis point) to the “Commitment Fee Rate”, Letter as set forth in the definition of Credit Fee and “Applicable Rate”, (ii) in no event shall the Applicable Rate in respect be less than 0.0% and (iii) for the avoidance of the Revolving Facility may be made; provided that the amount of any doubt, such adjustments made pursuant to an ESG Amendment Applicable Rate Adjustments shall not result in a decrease or increase of more than (a) 1.00 basis point in be cumulative year-over-year, and each applicable adjustment shall only apply until the unused commitment fee payable pursuant date on which the next adjustment is due to Section 2.12(b) and/or (b) 5.00 basis points in take place. The KPIs, the relevant Borrower’s performance against the KPIs, and any related ESG Applicable Rate or Letter of Credit Fee orAdjustments resulting therefrom, will be determined based on certain Borrower certificates, reports and other documents, in each case, may remain unchanged if setting forth the KPI is within certain buffer ranges to be set forth in the ESG Amendment (such adjustmentscalculation, collectivelycertification, the “Sustainability-Linked Adjustments”). If KPIs are utilized, the pricing adjustments will require, among other things, reporting verification and validation of the measurement of the KPIs (including by the Sustainability Assurance Provider) in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained in March 2022 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading AssociationAssociation (as the same may be updated, revised, supplemented or amended from time to time), which shall include a customary review report from a third party, together with a related pricing certificate, ) (the “SLL Principles”) and in a form to be mutually agreed between the Borrower Borrower, the Administrative Agent and the Co-Sustainability Agents Structuring Agent (each acting reasonably) (collectively); provided, that nothing in this Section 4.9 or otherwise shall require the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until Borrower to provide any such certificates, reports or other documents prior to the date on which the next adjustment is due to take place upon the earlier effectiveness of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which shall be subject only to the consent of the Borrower, the Administrative Agent, the Sustainability Structuring Agent and the Majority Banks so long as such modification does not have the effect of reducing the Commitment Fee Rate, Letter of Credit Fee or relevant Applicable Rate to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilitySection 4.9. (b) The Co-Sustainability Agents Structuring Agent will (i) assist the Borrower in (i) determining the KPIs and ESG Pricing Provisions in connection with the any proposed ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on the KPIs and ESG to be used in connection with the any proposed ESG Amendment.

ESG Amendment. In addition and notwithstanding any provision herein to the contrary (a) After including the Closing requirements of Section 10.01), after the Fifth Amendment Effective Date, the BorrowerVerisk, in consultation with the Co-Sustainability AgentsCoordinators, shall be entitled to either (a) establish propose specified Key Performance Indicators key performance indicators (“KPIs”) with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of the Borrower Verisk and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability AgentsSubsidiaries. The Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the proposed KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) shall be set forth in a proposed amendment to this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating such ESG Pricing Provisions into this Agreement; provided that such amendment . The ESG Amendment shall become effective at such time as it is consented to by Verisk, the Sustainability Coordinators, the Administrative Agent and the Required Lenders with respect to an ESG Amendment effecting adjustments to the Commitment Fee and the Applicable Rate; provided, that such ESG Amendment becomes effective within twenty four months of the Fifth Amendment Effective Date; provided, however, if such ESG Amendment does not become effective on the fifth (5th) Business Day after or prior to the date notice of that is twenty four months from the Fifth Amendment Effective Date, such amendment is provided to ESG Amendment will, instead, require the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility all Lenders in respect addition to consent of Verisk, the Revolving FacilitySustainability Coordinators and the Administrative Agent. Upon the effectiveness of any such ESG AmendmentAmendment in accordance with the provisions of this Section 2.18, based on either the BorrowerVerisk’s performance against the KPIs or its obtainment of the target ESG RatingsKPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Percentage Adjustments”) to the otherwise applicable Applicable Rate (including for Borrowings, the Commitment Fee Rate, and Letter of Credit Fee and Applicable Rate in respect of the Revolving Facility may Fees) will be made; provided that (i) the amount of any all such adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than exceed (ax) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) and/or (b) 5.00 basis points in case of the relevant Applicable Rate or with respect to Borrowings and Letter of Credit Fees, an increase and/or decrease of 0.05% per annum and (y) in the case of the Commitment Fee, an increase and/or decrease of 0.01% per annum and (ii) in no event shall the Applicable Rate for Borrowings, the Letter of Credit Fees or the Commitment Fee orbe less than zero. Verisk’s performance against the KPIs, and any related ESG Applicable Percentage Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, may remain unchanged if the KPI is within certain buffer ranges to be set setting forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”). If KPIs are utilized, the pricing adjustments will require, among other things, reporting and validation of the measurement and verification of the KPIs in a manner that is aligned with giving due consideration to the Sustainability Linked Loan Principles (as published and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include the appointment of a customary review report from a third party, together with a related pricing certificate, sustainability assurance provider and in a form to be mutually agreed between the Borrower Verisk and the Co-Sustainability Agents Coordinators (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the any ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which shall be subject only to the consent of the Required Lenders (as applicable), along with Verisk, the Sustainability Coordinators and the Administrative Agent, so long as such modification does not have the effect of reducing the Commitment Fee RateApplicable Rate for Borrowings, Letter of Credit Fees or the Commitment Fee or relevant Applicable Rate to a level not otherwise permitted by this paragraph shall become effective as in effect on the fifth (5th) Business Day after the date notice of such modification is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityFifth Amendment Effective Date. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After the Closing Date, the Borrower, in consultation with the Co-Sustainability AgentsStructuring Agent and the Administrative Agent, shall be entitled to either (ai) establish additional specified Key Performance Indicators (“"KPIs”") with respect to certain Environmental, Social and Governance (“"ESG”") targets of the Borrower and its Subsidiaries or (bii) establish external ESG ratings (“"ESG Ratings”") targets to be mutually agreed between the Borrower Borrower, the Sustainability Structuring Agent and the Co-Sustainability AgentsAdministrative Agent. The Co-Sustainability AgentsStructuring Agent, the Revolving Administrative Agent and the Borrower may amend this Agreement (such amendment, the “"ESG Amendment”") solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “"ESG Pricing Provisions”") into this Agreement; provided that such amendment shall become effective on upon execution of the fifth (5th) Business Day after ESG Amendment by the date notice of such amendment is provided to Borrower, the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising and the Required Facility Lenders in respect of the Revolving FacilityLenders. Upon effectiveness of any such ESG Amendment, based on either the Borrower’s 's performance against the KPIs or its obtainment of the target ESG Ratings, certain adjustments to the Commitment Fee Raterate, Letter of Credit Fee and Applicable Rate in respect of the Revolving Facility for any Loans may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than (ax) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) Commitment Fee and/or (by) 5.00 basis points in the relevant Applicable Rate for any Loans or Letter of Credit Fee; provided, further, that in no event shall the Commitment Fee orrate, Letter of Credit Fee or Applicable Rate for any Loans be less than zero, in each case, may remain unchanged if the KPI is within certain buffer ranges for a given fiscal year (or other period to be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”agreed). If KPIs are utilized, the pricing adjustments will require, among other things, reporting and validation of the measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, ) and in a form is to be agreed between the Borrower and the Co-Sustainability Agents Structuring Agent (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability AgentsStructuring Agent, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have the effect of reducing the Commitment Fee Raterate, Letter of Credit Fee or relevant Applicable Rate for any Loans to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided be subject to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityLenders. (b) The Co-Sustainability Agents Structuring Agent will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After the Closing Date, the Borrower, in consultation with the Co-Sustainability AgentsStructuring Agent and devised with assistance from the Sustainability Assurance Provider, shall be entitled to either (a) establish specified Key Performance Indicators key performance indicators (“KPIs”) with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of the Borrower and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability AgentsSubsidiaries. The Co-Sustainability Agents, the Revolving Administrative Structuring Agent and the Borrower may amend this Agreement with consent of the Required Lenders (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that such amendment shall become effective on the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of the Revolving Facility. Upon the effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs or its obtainment of the target ESG RatingsKPIs, certain adjustments (increase, decrease or no adjustment) to the otherwise Commitment Fee Rate, Letter of Credit Fee and or Applicable Rate in respect of the Revolving Facility may Margin will be made; provided that the amount of any such adjustments made shall not exceed (i) in the case of the Commitment Fee, an increase and/or decrease of 0.01% and (ii) in the case of the Applicable Margin, an increase and/or decrease of 0.05%, and the adjustments to the Applicable Margin for Base Rate Loans shall be the same amount, in basis points, as the adjustments to the Applicable Margin for Term SOFR Loans, provided that in no event shall the Applicable Margin for any Class of Loans be less than zero. The pricing adjustments pursuant to an ESG Amendment shall not result in a decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) and/or (b) 5.00 basis points in the relevant Applicable Rate or Letter of Credit Fee or, in each case, may remain unchanged if the KPI is within certain buffer ranges to be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”). If KPIs are utilized, the pricing adjustments will require, among other things, reporting and validation of the measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, and in a form is to be agreed between the Borrower and the Co-Sustainability Agents Structuring Agent (each acting reasonably) ). The proposed ESG Amendment shall identify a sustainability assurance provider; provided that any such sustainability assurance provider shall be a qualified external reviewer, independent of the Borrower and its Subsidiaries, with relevant expertise, such as an auditor, environmental consultant and/or independent ratings agency of recognized national standing (collectively, the “ESG CertificateSustainability Assurance Provider”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, : any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have that has the effect of (x) reducing the Commitment Fee RateFee, Letter of Credit Fee Applicable Margin for Base Rate Loans, or relevant Applicable Rate Margin for Term SOFR Loans to a level not otherwise permitted by this paragraph Section 2.19 (a) or (y) increasing the Commitment Fee, Applicable Margin for Base Rate Loans, or Applicable Margin for Term SOFR Loans that is not accompanied by a corresponding reduction of the Commitment Fee, Applicable Margin for Base Rate Loans, or Applicable Margin for Term SOFR Loans by a percentage equivalent to such increase, shall become effective on the fifth (5thin each case) Business Day after the date notice of such modification is provided be subject to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving Facility.all Lenders; and (b) The Co-Sustainability Agents will (i) assist the Borrower in determining any modification to the ESG Pricing Provisions that has the effect of (x) reducing the Commitment Fee, Applicable Margin for Base Rate Loans, or Applicable Margin for Term SOFR Loans to a level not otherwise permitted by Section 2.19 (a) or (y) increasing the Commitment Fee, Applicable Margin for Base Rate Loans, or Applicable Margin for Term SOFR Loans that is not accompanied by a corresponding reduction of the Commitment Fee, Applicable Margin for Base Rate Loans, or Applicable Margin for Term SOFR Loans by a percentage equivalent to such increase, shall (in connection with each case) be subject to the ESG Amendment and consent of all Lenders; and (ii) assist the Borrower in preparing informational materials focused on ESG any other modification to be used in connection with the ESG AmendmentPricing Provisions (other than as provided for in Section 2.19(a)(i) above) shall be subject only to the consent of the Required Lenders.

ESG Amendment. (a) After the Closing Effective Date, the Borrower, in consultation with the Co-Sustainability AgentsCoordinator, shall be entitled to either (a) establish specified Key Performance Indicators (“KPIsKPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between Subsidiaries. The Sustainability Coordinator, the Borrower and the Co-Sustainability Agents. The Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that , and any such amendment (including provisions with respect to the reporting and validation of the measurement of the proposed KPI’s) shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not receivedshall have posted such proposed amendment to all Lenders and the Borrower unless, by prior to such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Revolving FacilityRequired Lenders, the Borrower and the Sustainability Coordinator. Upon effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs or its obtainment of the target ESG RatingsKPI’s, certain adjustments (increase, decrease or no adjustment) to the Commitment Fee Rate, Letter of Credit Fee otherwise applicable Applicable Rate for Base Rate Loans and Applicable Rate in respect of the Revolving Facility may for Term SOFR Loans will be made; provided that the amount of any such adjustments made shall not exceed a 0.050% increase and/or decrease in the otherwise applicable Applicable Rate for Term SOFR Loans and the Applicable Rate for Base Rate Loans, and the adjustments to the Applicable Rate for Base Rate Loans shall be the same amount, in basis points, as the adjustments to the Applicable Rate for Term SOFR Loans; provided that in no event shall the Applicable Rate for Base Rate Loans be less than zero. The pricing adjustments pursuant to an ESG Amendment shall not result in a decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) and/or (b) 5.00 basis points in the relevant Applicable Rate or Letter of Credit Fee or, in each case, may remain unchanged if the KPI is within certain buffer ranges to be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”). If KPIs are utilized, the pricing adjustments KPI’s will require, among other things, reporting and validation of the measurement of the KPIs KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles Principles1 (as in effect from time to time) and is to be agreed between the Borrower and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of the ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Borrower and the Required Lenders if such modification does not have the effect of reducing the Applicable Rate for Base Rate Loans or Applicable Rate for Term SOFR Loans to a level not otherwise permitted by this paragraph (it being understood that any such modification having the effect of reducing the Applicable 1 The Sustainability Linked Loan Principles were published and maintained in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, and in a form to be agreed between the Borrower and the Co-Sustainability Agents (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate Rate for Base Rate Loans or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have the effect of reducing the Commitment Fee Rate, Letter of Credit Fee or relevant Applicable Rate for Term SOFR Loans to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, would require approval by such time, written notice of objection to such modification from Lenders comprising the Required Facility all affected Lenders in respect of the Revolving Facilityaccordance with Section 10.01). (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. On or prior to the date which is twelve (a12) After months following the Closing Date, the Borrower, in consultation with the Co-Sustainability AgentsAdministrative Agent, shall be entitled to either (a) establish specified Key Performance Indicators (“KPIsKPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower Borrowers and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability Agentstheir Subsidiaries. The Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that , and any such amendment (including provisions with respect to the reporting and validation of the measurement of the proposed KPI’s) shall become effective on with the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or written consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of Lenders, the Revolving FacilityBorrower and the Administrative Agent. Upon the effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs or its obtainment of the target ESG RatingsKPI’s, certain adjustments (increase, decrease or no adjustment) to the Commitment Fee Rateotherwise applicable Applicable Margin for Base Rate Advances, Letter of Credit Fee Adjusted Term SOFR Advances and Applicable Rate in respect of the Revolving Facility may be madeAdjusted DSS Advances; provided that the amount of any such adjustments shall not exceed a 0.01% increase and/or decrease in the otherwise applicable Applicable Margin for Base Rate Advances, Adjusted Term SOFR Advances and Adjusted DSS Advances, and the adjustments to the Applicable Margin for Base Rate Advances shall be the same as the adjustments to the Applicable Margin for Adjusted Term SOFR Advances and Adjusted DSS Advances; provided further that (i) in no event shall the Applicable Margin for Base Rate Advances, Adjusted Term SOFR Advances and Adjusted DSS Advances be less than zero and (ii) such adjustments shall be made on a per annum basis, and shall not be cumulative from year to year. The pricing adjustments pursuant to an ESG Amendment shall not result in a decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) and/or (b) 5.00 basis points in the relevant Applicable Rate or Letter of Credit Fee or, in each case, may remain unchanged if the KPI is within certain buffer ranges to be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”). If KPIs are utilized, the pricing adjustments KPI’s will require, among other things, reporting and validation of the measurement of the KPIs KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles (as published sustainability linked loan principles and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, and in a form is to be agreed between the Borrower Administrative Agent and the Co-Sustainability Agents Borrower (each acting reasonably) (collectively), including the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery appointment of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendmentsustainability assurance provider. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which shall be subject only to the consent of the Borrower and the Required Lenders if such modification does not have the effect of reducing the Commitment Fee Rateapplicable Applicable Margin for Base Rate Advances, Letter Adjusted Term SOFR Advances and Adjusted DSS Advances to a level not otherwise permitted by this Section 2.21(a) (it being understood that any such modification having the effect of Credit Fee or relevant reducing the Applicable Margin for Base Rate Advances, Adjusted Term SOFR Advances and Adjusted DSS Advances to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, would require approval by such time, written notice of objection to such modification from Lenders comprising the Required Facility all affected Lenders in respect of the Revolving Facilityaccordance with Section 9.01). (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After Prior to the date which is 18 months following the Closing Date, the BorrowerCompany, in consultation with the Co-Sustainability AgentsCoordinator, shall be entitled to either (a) establish specified Key Performance Indicators (“KPIs”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower Company and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower Subsidiaries. The Sustainability Coordinator and the Co-Sustainability Agents. The Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower Company may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that , and any such amendment shall become effective on with the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of Participating Banks, the Revolving FacilityCompany and the Sustainability Coordinator. Upon effectiveness of any such ESG Amendment, based on either the BorrowerCompany’s performance against the KPIs or its obtainment of the target ESG RatingsKPIs, certain adjustments to the Applicable Rate for the Commitment Fee RateFee, and/or Letter of Credit Fee and Applicable Rate in respect of the Revolving Facility Fees may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall either (i) result in an increase of the Applicable Rate or (ii) not result in a decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) Applicable Rate for the Commitment Fee and/or (b) 5.00 2.00 basis points in the relevant Applicable Rate or for Letter of Credit Fee orFees; provided, that (i) in each caseno event shall such adjusted Applicable Rate be less than zero and (ii) such changes to the Applicable Rate shall be made on a per annum basis, may remain unchanged if the KPI is within certain buffer ranges and not be cumulative from year to be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”)year. If KPIs are utilized, the 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 aligned with the Sustainability Linked Loan Principles (as published and maintained from time to time by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, ) and in a form is to be agreed between the Borrower Company and the Co-Sustainability Agents Coordinator (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have the effect of reducing the Commitment Fee Rate, Letter of Credit Fee or relevant Applicable Rate to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided be subject only to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityParticipating Banks. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After the Closing Date, the BorrowerCompany, in consultation with the Co-Sustainability Agents, shall be entitled to either (a) establish specified Key Performance Indicators key performance indicators (“KPIs”) with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of the Borrower Company and its Subsidiaries or (b) establish external with such KPIs and ESG ratings (“ESG Ratings”) targets to be mutually agreed between being reasonably aligned with the Borrower and the Co-Sustainability AgentsLinked Loan Principles. The Co-Sustainability Agents, the Revolving Administrative Agent Agents and the Borrower Company may amend this Agreement (such amendment, the “ESG Amendment”) ), solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided , with the consent of the Administrative Agent, the Borrower and Lenders constituting the Required Lenders. In the event that Required Lenders do not consent to any such amendment shall become effective on the fifth (5th) Business Day after the date notice of such amendment is provided ESG Amendment, an alternative ESG Amendment may be proposed and effectuated, subject to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as consents required pursuant to the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of the Revolving Facilityimmediately preceding sentence. Upon the effectiveness of any such ESG Amendment, based on either the BorrowerCompany’s performance against the KPIs or its obtainment of the target ESG RatingsKPIs, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Commitment Fee RateFee, Applicable Margin for SOFR Loans, Eurocurrency Loans and Letter of Credit Fee Fee, and Applicable Margin for Base Rate in respect of the Revolving Facility may Loans and L/C Borrowings will be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than exceed (ai) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(bcase of the Commitment Fee, an increase and/or decrease of 0.01% and (ii) and/or (b) 5.00 basis points in the relevant case of the Applicable Rate or Margin for SOFR Loans, Eurocurrency Loans and Letter of Credit Fee orand Applicable Margin for Base Rate Loans and L/C Borrowings, an increase and/or decrease of 0.05%, and the adjustments to the Applicable Margin for Base Rate Loans and L/C Borrowings shall be the same amount, in each casebasis points, may remain unchanged if as the KPI is within certain buffer ranges adjustments to the Applicable Margin for SOFR Loans, Eurocurrency Loans and Letter of Credit Fee; provided that in no event shall the Applicable Margin for Base Rate Loans and L/C Borrowings be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”)less than zero. If KPIs are utilized, the 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 aligned with the Sustainability Linked Loan Principles (as published and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, and in a form is to be agreed between the Borrower Company and the Co-Sustainability Agents (each all acting reasonably) (collectively, the “ESG Certificate”). Each applicable SustainabilityThe ESG Amendment will not impose any requirement on any Co-Linked Adjustment shall apply only until Sustainability Agent to assess, monitor, report and/or validate the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG AmendmentKPIs. Following the effectiveness of the ESG Amendment, : (i) any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have has the effect of increasing or reducing the Commitment Fee RateFee, Applicable Margin for SOFR Loans, Eurocurrency Loans and Letter of Credit Fee or relevant and Applicable Margin for Base Rate Loans and L/C Borrowings to a level not otherwise permitted by this paragraph Section 2.15(a) shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided be subject to the Lenders without any amendment to, or further action or consent of all Lenders; and (ii) any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection modification to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving Facility. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions (other than as provided for in connection with Section 2.15(a)(i) above) shall be subject only to the ESG Amendment and (ii) assist consent of the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG AmendmentRequired Lenders.

ESG Amendment. (a) After the Closing Date, the BorrowerBorrowers, in consultation with the Co-Joint Sustainability AgentsCoordinators, shall be entitled to either (a) establish specified key performance indicators (“Key Performance Indicators (“KPIsIndicators”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower Company and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between Subsidiaries. The Joint Sustainability Coordinators, the Borrower Required Lenders, and the Co-Sustainability Agents. The Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower Borrowers may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings Key Performance Indicators and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that such amendment shall become effective on the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of the Revolving Facility. Upon effectiveness of any such ESG Amendment, based on either the Borrower’s Borrowers’ performance against the KPIs or its obtainment of the target ESG RatingsKey Performance Indicators, certain adjustments (increase, decrease or no adjustment) to the Applicable Rate for the Commitment Fee RateFee, Letter of Credit Fee Fee, Base Rate Loans, Eurodollar Rate Loans, and Applicable Rate in respect of the Revolving Facility Alternative Currency Loans may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) Applicable Rate for the Commitment Fee and/or (b) 5.00 basis points in the relevant Applicable Rate for Base Rate Loans, Applicable Rate for Eurodollar Rate Loans, Applicable Rate for Alternative Currency Loans, or Applicable Rate for the Letter of Credit Fee orFee, in each case, may remain unchanged if determined based upon the KPI is within certain buffer ranges to be set forth in Consolidated Net Leverage Ratio on the effective date of the ESG Amendment (such adjustmentsAmendment, collectively, provided that in no event shall the “Sustainability-Linked Adjustments”)Applicable Rate be less than zero. If KPIs are utilized, the The pricing adjustments pursuant to the Key Performance Indicators will require, among other things, reporting and validation of the measurement of the KPIs Key Performance Indicators in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained agreed upon by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, and in a form to be agreed between the Borrower Borrowers and the Co-Joint Sustainability Agents Coordinators (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have the effect of reducing the Applicable Rate for the Commitment Fee RateFee, Letter of Credit Fee or relevant Applicable Fee, Base Rate Loans, Eurodollar Rate Loans, and Alternative Currency Loans to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided be subject only to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityLenders. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After the Closing Effective Date, the Borrower, in consultation with the Co-Sustainability AgentsCoordinator, shall be entitled to either (a) establish specified key performance indicators (“Key Performance Indicators (“KPIsIndicators”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability AgentsSubsidiaries. The Co-Sustainability Agents, the Revolving Administrative Agent Coordinator and the Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings Key Performance Indicators and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that , and any such amendment shall become effective on upon the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of Lenders, the Revolving FacilityBorrower and the Sustainability Coordinator. Upon effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs or its obtainment of the target ESG RatingsKey Performance Indicators, certain adjustments to the Commitment Fee RateApplicable Rate for the Facility Fee, Letter of Credit Fee commission, Base Rate Loans and Applicable Eurodollar Rate in respect of the Revolving Facility Loans may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) Applicable Rate for the Facility Fee and/or (b) 5.00 4.00 basis points in the relevant Applicable Rate for Base Rate Loans, Applicable Rate for Eurodollar Rate Loans or Applicable Rate for the Letter of Credit Fee orcommission, in each case, may remain unchanged if determined based upon the KPI is within certain buffer ranges Debt Ratings established or deemed to be set forth in have been established by Xxxxx’x and S&P on the effective date of the ESG Amendment (such adjustmentsAmendment, collectively, provided that in no event shall the “Sustainability-Linked Adjustments”)Applicable Rate be less than zero. If KPIs are utilized, the The pricing adjustments pursuant to the Key Performance Indicators will require, among other things, reporting and validation of the measurement of the KPIs Key Performance Indicators in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained in May 2020 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, and in a form to be ) as agreed between upon by the Borrower and the Co-Sustainability Agents Coordinator (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have the effect of reducing the Commitment Fee RateApplicable Rate for the Facility Fee, Letter of Credit Fee or relevant Applicable commission, Base Rate Loans and Eurodollar Rate Loans to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided be subject only to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityLenders. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After the Closing Restatement Effective Date, the Borrower, in consultation with the Co-Sustainability AgentsStructuring Agent and devised with assistance from the Sustainability Assurance Provider, shall be entitled to either (a) establish specified Key Performance Indicators key performance indicators (“KPIs”) with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of the Borrower Parent and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability AgentsSubsidiaries. The Co-Sustainability Agents, the Revolving Administrative Structuring Agent and the Borrower may amend this Agreement with consent of the Required Lenders (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that such amendment shall become effective on the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of the Revolving Facility. Upon the effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs or its obtainment of the target ESG RatingsKPIs, certain adjustments (increase, decrease or no adjustment) to the otherwise Commitment Fee Rate, Letter of Credit Fee and or Applicable Rate in respect of the Revolving Facility may Margin will be made; provided that the amount of any such adjustments made shall not exceed (i) in the case of the Commitment Fee, an increase and/or decrease of 0.01% and (ii) in the case of the Applicable Margin, an increase and/or decrease of 0.05%, and the adjustments to the Applicable Margin for Base Rate Loans shall be the same amount, in basis points, as the adjustments to the Applicable Margin for Term SOFR Loans, provided that in no event shall the Applicable Margin for any Class of Loans be less than zero. The pricing adjustments pursuant to an ESG Amendment shall not result in a decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) and/or (b) 5.00 basis points in the relevant Applicable Rate or Letter of Credit Fee or, in each case, may remain unchanged if the KPI is within certain buffer ranges to be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”). If KPIs are utilized, the pricing adjustments will require, among other things, reporting and validation of the measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, and in a form is to be agreed between the Borrower and the Co-Sustainability Agents Structuring Agent (each acting reasonably) ). The proposed ESG Amendment shall identify a sustainability assurance provider; provided that any such sustainability assurance provider shall be a qualified external reviewer, independent of the Parent and its Subsidiaries, with relevant expertise, such as an auditor, environmental consultant and/or independent ratings agency of recognized national standing (collectively, the “ESG CertificateSustainability Assurance Provider”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, : (i) any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have that has the effect of (x) reducing the Commitment Fee RateFee, Letter of Credit Fee Applicable Margin for Base Rate Loans, or relevant Applicable Rate Margin for Term SOFR Loans to a level not otherwise permitted by this paragraph Section 2.19(a) or (y) increasing the Commitment Fee, Applicable Margin for Base Rate Loans, or Applicable Margin for Term SOFR Loans that is not accompanied by a corresponding reduction of the Commitment Fee, Applicable Margin for Base Rate Loans, or Applicable Margin for Term SOFR Loans by a percentage equivalent to such increase, shall become effective on the fifth (5thin each case) Business Day after the date notice of such modification is provided be subject to the Lenders without any amendment to, or further action or consent of all Lenders; and (ii) any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection modification to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving Facility. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions (other than as provided for in connection with Section 2.19(a)(i) above) shall be subject only to the ESG Amendment and (ii) assist consent of the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG AmendmentRequired Lenders.

ESG Amendment. (a) After the Closing Date, the The Borrower, in consultation with the Co-Sustainability AgentsCoordinator, shall be entitled to either (ai) establish specified Key Performance Indicators (“KPIs”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower and its Subsidiaries or (bii) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability AgentsCoordinator. The Co-Sustainability AgentsNotwithstanding anything in Section 11.01 to the contrary, at any time after the Closing Date and on or prior to the first anniversary thereof (or such later date if requested by the Borrower in writing prior to the first anniversary of the Closing Date and approved by the Administrative Agent, the Revolving Administrative Agent Sustainability Coordinator and the Borrower Required Lenders; provided that, in any event, such later date shall not be later than the second anniversary of the Closing Date), the Borrower, the Administrative Agent, the Sustainability Coordinator and the Required Lenders may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided . In the event that any such amendment shall become effective on the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or ESG Amendment does not obtain requisite consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect Lenders, an alternative ESG Amendment may be effectuated with the consent of the Revolving FacilityRequired Lenders, the Borrower, the Sustainability Coordinator, and the Administrative Agent. Upon effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs or its obtainment of the target ESG Ratings, certain adjustments to the Commitment Fee Rate, Letter of Credit Fee and Applicable Rate in respect of the Revolving Facility Margin may be made; made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a an increase or decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) and/or (b) 5.00 2.50 basis points in the relevant Applicable Rate or Letter of Credit Fee or, in each case, may remain unchanged if the KPI is within certain buffer ranges to be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”)Margin. If KPIs are utilized, the pricing adjustments will require, among other things, reporting and validation of the measurement of the KPIs by a sustainability assurance provider who shall be a qualified external reviewer, independent of the Borrower and its Subsidiaries, with relevant expertise, such as an auditor, environmental consultant and/or independent ratings agency of recognized national standing, in each case in a manner that is aligned with the Sustainability Linked Loan Principles (as published in effect at the time of the ESG Amendment and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, and in a form is to be mutually agreed between the Borrower Borrower, the Sustainability Coordinator, and the Co-Sustainability Agents Administrative Agent (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability AgentsCoordinator, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have the effect of reducing the Commitment Fee Rate, Letter of Credit Fee or relevant Applicable Rate Margin to a level not otherwise permitted by this paragraph clause (a) shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityLenders. (b) The Co-Sustainability Agents Coordinator will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After the Closing Effective Date, the Borrower, in consultation with the Co-Sustainability Structuring Agents, shall be entitled to either (a) establish specified Key Performance Indicators (“KPIs”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability Structuring Agents. The Co-Sustainability Structuring Agents, the Revolving Administrative Agent Borrower and the Borrower Requisite Class Lenders of the applicable Class of Revolving Loans may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that such amendment shall become effective on Agreement for the fifth (5th) Business Day after the date notice applicable Class of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of the Revolving FacilityLoans. Upon effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs or its obtainment of the target ESG Ratings, certain adjustments to the Commitment Fee Rate, Letter of Credit Applicable Revolving Facility Fee and Applicable Rate in respect Margin for the applicable Class of the Revolving Facility Loans may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a an increase (if specified KPIs or ESG ratings targets are not achieved) or decrease (if specified KPIs or increase ESG ratings targets are achieved) of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) Applicable Revolving Facility Fee and/or (b) 5.00 4.00 basis points in the relevant Applicable Rate or Letter of Credit Fee orMargin for Revolving Loans, in each case, may remain unchanged if for the KPI is within certain buffer ranges to be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”)applicable Class of Revolving Loans. If KPIs are utilized, the pricing adjustments will require, among other things, reporting and validation of the measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, ) and in a form is to be agreed between the Borrower and the Co-Sustainability Structuring Agents (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have the effect of reducing the Commitment Fee Rate, Letter of Credit Applicable Revolving Facility Fee or relevant Applicable Rate Margin for Revolving Loans of the applicable Class to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided be subject only to the Lenders without any amendment to, or further action or consent of any other party tothe Administrative Agent, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Borrower and the Requisite Class Lenders comprising the Required Facility Lenders in respect of the applicable Class of Revolving FacilityLoans. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After On or prior to the first anniversary of the Closing Date, the BorrowerCompany, in consultation with the Co-Sustainability AgentsCoordinators, shall be entitled to either (a) establish specified Key Performance Indicators key performance indicators (“KPIs”) with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of the Borrower Company and its Subsidiaries (such indicators or targets, “KPI Metrics”), which KPI Metrics shall be subject to annual thresholds or targets (b) establish external ESG ratings (in either case, such thresholds or targets, “ESG RatingsSPTs”) targets to be mutually agreed between the Borrower ). The Company and the Co-Sustainability Agents. The Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower Required Pro Rata Facilities Lenders may amend this Agreement (such amendment, the an “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that such amendment shall become effective on the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of the Revolving Facility. Upon the effectiveness of any such ESG Amendment, based on either the BorrowerCompany’s performance against the KPIs or its obtainment of the target ESG RatingsKPIs, certain adjustments (increase, decrease or no adjustment) of up to 0.075% (7.5 basis points) on the Applicable Rate for the Term A Loan, any then outstanding Incremental Tranche A Term Loan, Revolving Loans, Swing Line Loans and Letter of Credit Fees and up to 0.01% (1 basis point) on the Commitment Fee Rate, Letter of Credit Fee and Applicable Rate in respect of the Revolving Facility may be made; provided that the amount of (i) in no event shall any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) and/or (b) 5.00 basis points in the relevant adjusted Applicable Rate or for the Term A Loan, any then outstanding Incremental Tranche A Term Loan, Revolving Loans, Swing Line Loans and Letter of Credit Fees or the Commitment Fee orbe less than zero and (ii) such adjustments shall be made on a per annum basis, in each case, may remain unchanged if the KPI is within certain buffer ranges and not be cumulative from year to be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”)year. If KPIs are utilized, the 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 aligned with the Sustainability Linked Loan Principles (as published and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, and in a form is to be agreed between the Borrower Company and the Co-Sustainability Agents Coordinators (each acting reasonably) (collectively), including the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery appointment of a subsequent ESG Certificate or sustainability assurance provider agreed between the Company and the Sustainability Coordinators (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendmenteach acting reasonably). Following the effectiveness of the ESG Amendment, any other modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which shall be subject to the consent of the Company and the Required Pro Rata Facilities Lenders so long as such modification does not have the effect of reducing the Commitment Fee RateApplicable Rate for Term SOFR Loans, Alternative Currency Loans, Base Rate Loans, Letter of Credit Fees or the Commitment Fee or relevant Applicable Rate to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving Facility. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG AmendmentProvisions.

ESG Amendment. On or prior to the date which is twelve (a12) After months following the Closing Third Amendment Effective Date, the BorrowerBorrowers, in consultation with the Co-Sustainability AgentsCoordinator, shall be entitled to either (a) establish specified Key Performance Indicators (“KPIsKPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower Borrowers and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between their Restricted Subsidiaries. The Sustainability Coordinator, the Borrower Company and the Co-Sustainability Agents. The Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that , and any such amendment (including provisions with respect to the reporting and validation of the measurement of the proposed KPI’s) shall become effective on with the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or written consent of any other party tothe Required Lenders, this Agreement or any other Loan Document so long as the Revolving Company, the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising and the Required Facility Lenders in respect of the Revolving FacilitySustainability Coordinator. Upon effectiveness of any such ESG Amendment, based on either the Borrower’s Borrowers’ performance against the KPIs or its obtainment of the target ESG RatingsKPI’s, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Commitment Fee RateFee, Letter of Credit Fee Applicable Margin for Base Rate Loans and Applicable Margin for Term SOFR Loans, Daily SOFR Loans and Designated Currency Rate in respect of the Revolving Facility may be madeLoans; provided that the amount of any such adjustments shall not exceed (x) a 0.020% increase and/or decrease in the otherwise applicable Commitment Fee and (y) a 0.075% increase and/or decrease in the otherwise applicable Applicable Margin for Base Rate Loans and Applicable Margin for Term SOFR Loans, Daily SOFR Loans and Designated Currency Rate Loans, and the adjustments to the Applicable Margin for Base Rate Loans shall be the same as the adjustments to the Applicable Margin for Term SOFR Loans, Daily SOFR Loans and Designated Currency Rate Loans; provided further that (i) in no event shall the applicable Commitment Fee, Applicable Margin for Base Rate Loans and Applicable Margin for Term SOFR Loans, Daily SOFR Loans and Designated Currency Rate Loans be less than zero and (ii) such adjustments shall be made on a per annum basis, and shall not be cumulative from year to year. The pricing adjustments pursuant to an ESG Amendment shall not result in a decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) and/or (b) 5.00 basis points in the relevant Applicable Rate or Letter of Credit Fee or, in each case, may remain unchanged if the KPI is within certain buffer ranges to be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”). If KPIs are utilized, the pricing adjustments KPI’s will require, among other things, reporting and validation of the measurement of the KPIs KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles (as published and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, and in a form is to be agreed between the Borrower Company and the Co-Sustainability Agents Coordinator (each acting reasonably) (collectively), including the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery appointment of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG AmendmentSustainability Assurance Provider. Following the effectiveness of the ESG Amendment, any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which shall be subject only to the consent of the Company and the Required Lenders if such modification does not have the effect of reducing the applicable Commitment Fee Rateor applicable Applicable Margin for Base Rate Loans and Applicable Margin for Term SOFR Loans, Letter of Credit Fee or relevant Applicable Daily SOFR Loans and Designated Currency Rate Loans to a level not otherwise permitted by this paragraph shall become effective on the fifth (5th) Business Day after the date notice of it being understood that any such modification is provided having the effect of reducing the applicable Commitment Fee, Applicable Margin for Base Rate Loans or Applicable Margin for Term SOFR Loans, Daily SOFR Loans and Designated Currency Rate Loans to the Lenders without any amendment to, or further action or consent of any other party to, a level not otherwise permitted by this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, paragraph would require approval by such time, written notice of objection to such modification from Lenders comprising the Required Facility all affected Lenders in respect of the Revolving Facilityaccordance with Section 13.2). (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

ESG Amendment. (a) After the Closing DateOn or before June 30, 2022, the Borrower, in consultation with the Co-Sustainability AgentsCoordinator, shall be entitled to either (a) establish specified Key Performance Indicators key performance indicators (“"KPIs”") with respect to certain Environmentalenvironmental, Social social and Governance governance (“"ESG”") targets of the Borrower and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability AgentsSubsidiaries. The Co-Sustainability Agents, the Revolving Administrative Agent Coordinator and the Borrower may amend this Agreement (such amendment, the “"ESG Amendment”") solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “"ESG Pricing Provisions”") into this Agreement; provided that , and any such amendment shall become effective at 5:00 p.m., New York City time, on the fifth tenth (5th10) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not receivedshall have posted such proposed amendment to all Lenders and the Borrower unless, by prior to such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Revolving FacilityRequired Lenders, the Borrower and the Sustainability Coordinator. Upon the effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs or its obtainment of the target ESG RatingsKPIs, certain adjustments (decrease or no adjustment) to the otherwise Applicable Commitment Fee Rate, Applicable Letter of Credit Fee Rate, Applicable Margin and Applicable Rate in respect of the Revolving Facility may rates applicable to Swingline Loans will be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result exceed (i) in the case of the Applicable Commitment Fee Rate, a decrease or increase of more than 0.01% and (aii) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) and/or (b) 5.00 basis points in case of the relevant Applicable Rate or Letter of Credit Fee orFee, Applicable Margin and the rates applicable to Swing Loans a decrease of NAI-1540997189v1 0.025%, provided that in each caseno event shall the Applicable Letter of Credit Fee, may remain unchanged if the KPI is within certain buffer ranges Applicable Margin and rates applicable to Swing Loans be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”)less than zero. If KPIs are utilized, the 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 aligned with the Sustainability Linked Loan Principles (as published United States Mine Safety and maintained by the Loan Market Association, Asia Pacific Loan Market Association Health Administration or other independent governmental organization and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, and in a form is to be agreed between the Borrower and the Co-Sustainability Agents Coordinator (each acting reasonably) (collectively, the “ESG Certificate”). Each applicable Sustainability-Linked Adjustment shall apply only until the date on which the next adjustment is due to take place upon the earlier of (x) the Borrower’s delivery of a subsequent ESG Certificate or (y) the date by which such ESG Certificate is required to have been delivered by the ESG Amendment. Following the effectiveness of the ESG Amendment, : (i) any modification agreed to by the Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower to the ESG Pricing Provisions which does not have has the effect of reducing the Applicable Commitment Fee Rate, Applicable Letter of Credit Fee or relevant Rate, Applicable Rate Margin and rates applicable to Swing Loans to a level not otherwise permitted by this paragraph Section 2.13.1 shall become effective on the fifth (5th) Business Day after the date notice of such modification is provided be subject to the Lenders without any amendment to, or further action or consent of all Lenders; and (ii) any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection modification to such modification from Lenders comprising the Required Facility Lenders in respect of the Revolving Facility. (b) The Co-Sustainability Agents will (i) assist the Borrower in determining the ESG Pricing Provisions (other than as provided for in connection with Section 2.13.1(i) above) shall be subject only to the ESG Amendment and (ii) assist consent of the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG AmendmentRequired Lenders.