Common use of Sustainability Adjustments Clause in Contracts

Sustainability Adjustments. (a) Prior to the twelve (12) month anniversary of the Second Amendment Effective Date, the Borrowers, in consultation with the Administrative Agent and the Sustainability Structuring Agent, may in their sole discretion establish specified key performance indicators with respect to certain environmental, social and governance (“ESG”) goals, or identify certain external ESG ratings, of the Borrowers and their Subsidiaries (such indicators or ratings, “KPI Metrics”), which KPI Metrics shall be subject to thresholds or targets (in either case, such thresholds or targets, “SPTs”). The Administrative Agent and the Borrowers (each acting reasonably and in consultation with the Sustainability Structuring Agent) may propose an amendment to this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPI Metrics, the SPTs and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Any such ESG Amendment shall become effective upon (i) receipt by the Lenders of a lender presentation in regard to the KPI Metrics and SPTs from the Borrowers no later than ten (10) Business Days before the proposed effective date of such proposed ESG Amendment, (ii) the posting of such proposed ESG Amendment to all Lenders and the Borrowers, (iii) the identification, and engagement at the Borrowers’ cost and expense, of a sustainability metric auditor, which shall be a qualified external reviewer of nationally recognized standing, independent of the Borrowers and their Affiliates and (iv) the receipt by the Administrative Agent of executed signature pages and consents to such ESG Amendment from the Borrowers, the Administrative Agent and Lenders comprising the Majority Lenders. Upon the effectiveness of any such ESG Amendment, based on the Borrowers’ performance against the KPI Metrics and SPTs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Pricing Adjustments”) to the otherwise applicable Applicable Margin and Unused Line Fee may be made; provided, that (i) the amount of such ESG Pricing Adjustments shall not exceed an increase and/or decrease of (x) with respect to the Applicable Margin, 0.05% per annum and (y) with respect to the Unused Line Fee, 0.01% per annum, in each case, in the aggregate for all KPI Metrics (the provisions of this proviso, the “Sustainability Adjustment Limitations”) and (ii) in no event shall the Applicable Margin or the Unused Line Fee be less than 0.00%. For the avoidance of doubt the ESG Pricing Adjustments shall not be cumulative year-over-year and shall apply on an annual basis only. The KPI Metrics, the Borrowers’ performance against the KPI Metrics, and any related ESG Pricing Adjustments resulting therefrom, will be determined based on certain Borrower certificates, reports and other documents, in each case, setting forth the KPI Metrics in a manner that is aligned with the Sustainability Linked Loan Principles (as last published in March 2022 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association, and as further amended, revised or updated from time to time), including with respect to the calculation, certification and measurement thereof. Following the effectiveness of an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Borrowers, the Administrative Agent and the Majority Lenders so long as such modification does not have the effect of (1) increasing the Sustainability Adjustment Limitations set forth in the ESG Amendment or (2) reducing the Applicable Margin or the Unused Line Fee to less than 0.00%. (b) Each party to this Agreement hereby agrees that the credit facility described in this Agreement is not and shall not be a sustainability-linked loan unless and until the effectiveness of any ESG Amendment.

Sustainability Adjustments. (a) Prior to After the twelve (12) month anniversary of the Second Amendment Effective Closing Date, the BorrowersBorrower, in consultation with the Administrative Agent and the Sustainability Structuring AgentCoordinator, may in their sole discretion shall be entitled to establish specified key performance indicators Key Performance Indicators (“KPI’s”) with respect to certain environmentalEnvironmental, social Social and governance Governance (“ESG”) goals, or identify certain external ESG ratings, targets of the Borrowers Holdings and their Subsidiaries (such indicators or ratings, “KPI Metrics”), which KPI Metrics shall be subject to thresholds or targets (in either case, such thresholds or targets, “SPTs”)its Subsidiaries. The Administrative Agent Sustainability Coordinator and the Borrowers (each acting reasonably and in consultation with the Sustainability Structuring Agent) Borrower may propose an amendment to amend this Agreement (such amendment, an the “ESG Amendment”) solely for the purpose of incorporating the KPI Metrics, the SPTs KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Any , and any such ESG Amendment amendment shall become effective upon at 5:00 p.m. (iNew York City time) receipt by on the Lenders of a lender presentation in regard to fifth Business Day after the KPI Metrics and SPTs from the Borrowers no later than ten (10) Business Days before the proposed effective date of Administrative Agent shall have posted such proposed ESG Amendment, (ii) the posting of such proposed ESG Amendment amendment to all Lenders and the BorrowersBorrower unless, (iii) prior to such time, Lenders comprising the identification, and engagement at the Borrowers’ cost and expense, of a sustainability metric auditor, which shall be a qualified external reviewer of nationally recognized standing, independent of the Borrowers and their Affiliates and (iv) the receipt by Required Lenders have delivered to the Administrative Agent of executed signature pages and consents (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 from may be effectuated with the Borrowersconsent of the Required Lenders, the Administrative Agent Borrower and Lenders comprising the Majority LendersSustainability Coordinator. Upon the effectiveness of any such ESG Amendment, based on the BorrowersHoldings’ performance against the KPI Metrics and SPTsKPI’s, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Pricing Adjustments”) to the otherwise applicable Applicable Margin and Unused Line Fee may Rate will be made; provided, provided that (i) the amount of such ESG Pricing Adjustments adjustments shall not exceed an (i) a 0.05% increase and/or a 0.05% decrease in the otherwise applicable Applicable Rate for Term SOFR Loans determined based upon the Applicable Rate on the effective date of (x) with respect the ESG Amendment, and the adjustments to the Applicable MarginRate for Base Rate Loans shall be the same amount, 0.05% per annum and (y) with respect in basis points, as the adjustments to the Unused Line Fee, 0.01% per annum, in each case, in the aggregate Applicable Rate for all KPI Metrics (the provisions of this proviso, the “Sustainability Adjustment Limitations”) and Term SOFR Loans or (ii) a 0.01% increase and/or a 0.01% decrease in no event shall the Applicable Margin or the Unused Line Fee be less than 0.00%. For the avoidance of doubt the ESG Pricing Adjustments shall not be cumulative year-over-year and shall apply on an annual basis onlyotherwise applicable unused commitment fee payable pursuant to Section 2.09(a). The KPI Metricspricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the Borrowers’ performance against measurement of the KPI Metrics, and any related ESG Pricing Adjustments resulting therefrom, will be determined based on certain Borrower certificates, reports and other documents, in each case, setting forth the KPI Metrics KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles and is to be agreed between the Borrower and the Sustainability Coordinator (as last published in March 2022 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association, and as further amended, revised or updated from time to timeeach acting reasonably), including with respect to the calculation, certification and measurement thereof. Following the effectiveness of an the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of reducing the Commitment Fee payable pursuant to Section 2.09(a), Applicable Rate for Base Rate Loans or Applicable Rate for Term SOFR Loans to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Borrowers, the Administrative Agent and the Majority Lenders so long as such modification does not have the effect of (1) increasing the Sustainability Adjustment Limitations set forth in the ESG Amendment or (2) reducing the Applicable Margin or the Unused Line Fee to less than 0.00%Required Lenders. (b) Each party The Sustainability 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 this Agreement hereby agrees that be used in connection with the credit facility described in this Agreement is not and shall not be a sustainability-linked loan unless and until the effectiveness of any ESG Amendment. (c) This Section shall supersede any provisions in Section 10.01 to the contrary.

Sustainability Adjustments. (a) Prior to After the twelve (12) month anniversary of the Second Fourth Amendment Effective Date, the BorrowersAdministrative Borrower, at its option, and in consultation with the Administrative Agent Sustainability Coordinator and the Sustainability Structuring Agent, may in their sole discretion shall be entitled to establish specified key performance indicators (“KPI’s”) with respect to certain environmental, social and governance (“ESG”) goalstargets of WS and its Restricted Subsidiaries. Agent, or identify certain external ESG ratings, of the Borrowers and their Subsidiaries (such indicators or ratings, “KPI Metrics”), which KPI Metrics shall be subject to thresholds or targets (in either case, such thresholds or targets, “SPTs”). The Administrative Agent Sustainability Coordinator and the Borrowers (each acting reasonably and in consultation with the Sustainability Structuring Agent) Administrative Borrower may propose an amendment to amend this Agreement (such amendment, an the “ESG Amendment”) solely for the purpose of incorporating the KPI Metrics, the SPTs KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Any such ESG Amendment shall become effective upon (i) receipt by , with the Lenders of a lender presentation in regard to the KPI Metrics and SPTs from the Borrowers no later than ten (10) Business Days before the proposed effective date of such proposed ESG Amendment, (ii) the posting of such proposed ESG Amendment to all Lenders and the Borrowers, (iii) the identification, and engagement at the Borrowers’ cost and expense, of a sustainability metric auditor, which shall be a qualified external reviewer of nationally recognized standing, independent written consent of the Borrowers and their Affiliates and (iv) the receipt by the Administrative Agent of executed signature pages and consents to such ESG Amendment from the Borrowers, the Administrative Agent and Lenders comprising the Majority Required Lenders. Upon the effectiveness of any such ESG Amendment, based on the BorrowersWS’ and its Restricted Subsidiaries’ performance against the KPI Metrics and SPTsKPI’s, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Pricing Adjustments”) to the otherwise applicable unused line fees pursuant to Section 3.2.1 and the Applicable Margin and Unused Line Fee may will be made; provided, provided that (i) the amount of such ESG Pricing Adjustments adjustments shall not exceed an exceed, in the aggregate when taking into account WS’ and its Restricted Subsidiaries’ performance against all of such KPI’s adjustments, (i) a 0.05% increase and/or a 0.05% decrease of (x) with respect to in the otherwise applicable Applicable Margin, 0.05% per annum and (y) with respect to the Unused Line Fee, 0.01% per annum, in each case, determined based upon the applicable rating on the effective date of the ESG Amendment, and the adjustments to the Applicable Margin for Base Rate Loans and Canadian Prime Rate Loans shall be the same amount, in basis points, as the aggregate adjustments to the Applicable Margin for all KPI Metrics Term SOFR Loans, Alternative Currency Loans, Daily Simple XXXXX Rate Loans (prior to the provisions of this proviso, Term XXXXX Activation Date) and Term XXXXX Rate Loans (from and after the “Sustainability Adjustment Limitations”Term XXXXX Activation Date) and (ii) a 0.01% increase and/or a 0.01% decrease in no event shall the Applicable Margin or the Unused Line Fee be less than 0.00%. For the avoidance of doubt the ESG Pricing Adjustments shall not be cumulative year-over-year and shall apply on an annual basis onlyotherwise applicable unused line fees payable pursuant to Section 3.2.1. The KPI Metricspricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the Borrowers’ performance against measurement of the KPI Metrics, and any related ESG Pricing Adjustments resulting therefrom, will be determined based on certain Borrower certificates, reports and other documents, in each case, setting forth the KPI Metrics KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles and is to be agreed between the Administrative Borrower, Agent and the Sustainability Coordinator (as last published in March 2022 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association, and as further amended, revised or updated from time to timeeach acting reasonably), including with respect to the calculation, certification and measurement thereof. Following the effectiveness of an the ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Borrowers, the Administrative Agent and the Majority Lenders so long as such modification which does not have the effect of (1) increasing reducing the Sustainability Adjustment Limitations set forth in the ESG Amendment unused line fees payable pursuant to Section 3.2.1 or (2) reducing the Applicable Margin or to a level not otherwise permitted by this paragraph shall be subject to the Unused Line Fee to less than 0.00%consent of the Required Lenders. (b) Each party to this Agreement hereby agrees that the credit facility described in this Agreement is not and shall not be a sustainability-linked loan unless and until the effectiveness of any ESG Amendment.

Sustainability Adjustments. (a) Prior to the twelve (12) month anniversary of the Second Amendment Effective Date, the BorrowersThe Parent, in consultation with the Administrative Agent and the Sustainability Structuring Agent, may in their sole discretion shall be entitled to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) goals, or identify certain external ESG ratings, targets of the Borrowers Parent and their Subsidiaries (such indicators or ratings, “KPI Metrics”), which KPI Metrics shall be subject to thresholds or targets (in either case, such thresholds or targets, “SPTs”)its Subsidiaries. The Administrative Agent and the Borrowers (each acting reasonably and in consultation with the Sustainability Structuring Agent) may propose an amendment to amend this Agreement (such amendment, an the “ESG Amendment”) with respect to one or more Class of Loans and/or Commitments solely for the purpose of incorporating the KPI Metrics, the SPTs KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Any , and any such ESG Amendment amendment shall become effective upon (i) receipt by at 5:00 p.m., New York City time, on the Lenders of a lender presentation in regard to tenth Business Day after the KPI Metrics and SPTs from the Borrowers no later than ten (10) Business Days before the proposed effective date of Administrative Agent shall have posted such proposed ESG Amendment, (ii) the posting of such proposed ESG Amendment amendment to all Lenders of the applicable Class and the BorrowersBorrowers unless, (iii) the identification, and engagement at the Borrowers’ cost and expense, of a sustainability metric auditor, which shall be a qualified external reviewer of nationally recognized standing, independent of the Borrowers and their Affiliates and (iv) the receipt by the Administrative Agent of executed signature pages and consents prior to such ESG Amendment from the Borrowerstime, the Administrative Agent and Lenders comprising the Majority LendersLenders of any applicable Class have delivered to the Administrative Agent (who shall promptly notify the Parent) written notice that such Majority Lenders object to such ESG Amendment. In the event that the Majority Lenders of any Class deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment applicable to such Class of Loans may be effectuated with the consent of the Majority Lenders of such Class, the Parent and the Administrative Agent. Upon the effectiveness of any such ESG Amendment, based on the BorrowersParent’s and/or its Subsidiaries’ performance against the KPI Metrics and SPTsKPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Pricing Adjustments”) to the otherwise applicable Applicable Commitment Fee Rate and/or Applicable Margin for such Class of Loans and Unused Line Fee may Commitments will be made; provided, provided that (i) the amount of such ESG Pricing Adjustments adjustments shall not exceed (i) in the case of the Applicable Commitment Fee Rate, an increase and/or decrease of 0.05% and (xii) with respect to in the case of the Applicable Margin, an increase and/or decrease of 0.05% per annum and (y) with respect to the Unused Line Fee%, 0.01% per annum, in each case, in the aggregate for all KPI Metrics (the provisions of this proviso, the “Sustainability Adjustment Limitations”) and (ii) provided that in no event shall the Applicable Margin or the Unused Line Fee be less than 0.00%. For the avoidance of doubt the ESG Pricing Adjustments shall not be cumulative year-over-year and shall apply on an annual basis onlyzero. The KPI Metricspricing adjustments pursuant to the KPIs will require, among other things, reporting and validation of the Borrowers’ performance against measurement of the KPI Metrics, and any related ESG Pricing Adjustments resulting therefrom, will be determined based on certain Borrower certificates, reports and other documents, in each case, setting forth the KPI Metrics KPIs in a manner that is aligned with agreed between the Sustainability Linked Loan Principles Parent and the Administrative Agent (as last published in March 2022 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association, and as further amended, revised or updated from time to timeeach acting reasonably), including with respect to the calculation, certification and measurement thereof. Following the effectiveness of an the ESG Amendment, : (A) any modification to the ESG Pricing Provisions which has the effect of (x) reducing the Applicable Margin and/or the Applicable Commitment Fee Rate to a level not otherwise permitted by this Section 1.07 shall (in each case) be subject to the consent of all Lenders; and (B) any other modification to the ESG Pricing Provisions (other than as provided for in clause (i) above) shall be subject only to the consent of the BorrowersMajority Lenders. Notwithstanding anything to the contrary in this Section 1.07, the Administrative Agent and the Majority Lenders so long as such modification does not have the effect of (1) increasing the Sustainability Adjustment Limitations set forth in the no ESG Amendment or (2) reducing shall be effective as to any Existing Term B Loans, and no decrease to the Applicable Margin or applicable to the Unused Line Fee to less than 0.00%Existing Term B Loans may be effected, in each case, without the consent of each affected Existing Term B Lender. (b) Each party to this Agreement hereby agrees that the credit facility described in this Agreement is not and shall not be a sustainability-linked loan unless and until the effectiveness of any ESG Amendment.

Sustainability Adjustments. (a) Prior to After the twelve (12) month anniversary of the Second Amendment No. 6 Effective Date, the Borrowers, in consultation with the Administrative Agent Sustainability Structuring Agent, shall be entitled to (i) identify specified Environmental, Social and Governance (“ESG”) related Key Performance Indicators (“KPIs”) and establish associated annual Sustainability Performance Targets (“SPTs”) with respect to the ESG strategy and disclosure of the Borrowers and its Subsidiaries and/or (ii) identify external ESG ratings (“ESG Ratings”) and establish associated annual SPTs. Any such KPIs and/or ESG Ratings and associated SPTs are to be mutually agreed between the Borrowers and the Sustainability Structuring Agent. (b) Notwithstanding anything in Section 11.3 to the contrary, may in their sole discretion establish specified key performance indicators with respect to certain environmentalthe Borrowers, social and governance (“ESG”) goals, or identify certain external ESG ratings, of the Borrowers and their Subsidiaries (such indicators or ratings, “KPI Metrics”), which KPI Metrics shall be subject to thresholds or targets (in either case, such thresholds or targets, “SPTs”). The Administrative Agent and the Borrowers (each acting reasonably and in consultation with the Sustainability Structuring Agent) , and the Required Lenders may propose an amendment to amend this Agreement (such amendment, an the “ESG Amendment”) solely for the purpose of incorporating the KPI MetricsKPIs and/or ESG Ratings, the SPTs associated SPTs, and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Any . (c) In the event that any such ESG Amendment shall become effective upon (i) receipt by does not obtain requisite consent of the Lenders of a lender presentation in regard to the KPI Metrics and SPTs from the Borrowers no later than ten (10) Business Days before the proposed effective date of such proposed ESG AmendmentRequired Lenders, (ii) the posting of such proposed an alternative ESG Amendment to all Lenders and may be effectuated with the Borrowers, (iii) the identification, and engagement at the Borrowers’ cost and expense, of a sustainability metric auditor, which shall be a qualified external reviewer of nationally recognized standing, independent consent of the Borrowers and their Affiliates and (iv) the receipt by the Administrative Agent of executed signature pages and consents to such ESG Amendment from Required Lenders, the Borrowers, the Sustainability Structuring Agent, and the Administrative Agent and Lenders comprising the Majority Lenders. Agent. (d) Upon the effectiveness of any such ESG Amendment, based on the Borrowers’ performance against the KPI Metrics KPIs and/or ESG Ratings and associated SPTs, certain adjustments (an increase, decrease a decrease, or no adjustment) (such adjustments, the “ESG Pricing Adjustments”) to the otherwise applicable unused line fee set forth in Section 3.2(a) of this Agreement and the Applicable Margin and Unused Line Fee may will be made; provided, that that, (i) the amount of any such adjustments made pursuant to an ESG Pricing Adjustments Amendment shall not exceed (A) in the case of the unused line fee set forth in Section 3.2(a) of this Agreement, an increase and/or decrease of 1.00 basis point and (xB) with respect to in the case of the Applicable Margin, 0.05% per annum and (y) with respect to the Unused Line Feean increase and/or decrease of 5.00 basis points, 0.01% per annum, in each case, in the aggregate for all KPI Metrics (the provisions of this proviso, the “Sustainability Adjustment Limitations”) and (ii) in no event shall the unused line fee set forth in Section 3.2(a) of this Agreement or the Applicable Margin or the Unused Line Fee be less than 0.00%. For 0% and (iii) for the avoidance of doubt the ESG Pricing Adjustments doubt, such pricing adjustments shall not be cumulative year-over-year and each applicable adjustment shall only apply until the date on an which the next adjustment is due to take place. (e) The pricing adjustments will require, among other things, annual basis only. The KPI Metrics, the Borrowers’ performance against the KPI Metrics, and any related ESG Pricing Adjustments resulting therefrom, will be determined based on certain Borrower certificates, reports and other documents, in each case, setting forth the KPI Metrics reporting in a manner that is aligned with the Sustainability Linked Loan Principles (as last published in March 2022 by effect at the Loan Market Associationtime of the ESG Amendment and is to be mutually agreed between the Borrowers, Asia Pacific Loan Market Association and Loan Syndications & Trading Associationthe Sustainability Structuring Agent, and the Administrative Agent (each acting reasonably). If KPIs are utilized, any proposed ESG Amendment shall also identify a sustainability assurance provider, provided, that, any such sustainability assurance provider shall be a qualified external reviewer, independent of the Borrowers and their Subsidiaries, with relevant expertise, such as further amendedan auditor, revised or updated from time to time), including with respect to the calculation, certification and measurement thereof. environmental consultant and/or independent ratings agency of recognized national standing. (f) Following the effectiveness of an the ESG Amendment, (i) any modification to the ESG Pricing Provisions which has the effect of reducing the unused line fee set forth in Section 3.2(a) of this Agreement and the Applicable Margin to a level not otherwise permitted by this Section 2.9 shall be subject to the consent of all Lenders and (ii) any other modification to the ESG Pricing Provisions (other than, for the avoidance of doubt, as provided for in the immediately preceding clause (i)) shall be subject only to the consent of the Borrowers, the Administrative Agent and the Majority Lenders so long as such modification does not have the effect of (1) increasing the Sustainability Adjustment Limitations set forth in the ESG Amendment or (2) reducing the Applicable Margin or the Unused Line Fee to less than 0.00%Required Lenders. (bg) Each party In connection with any proposed ESG Amendment, the Sustainability Structuring Agent may (i) assist the Borrowers in selecting the KPIs and/or ESG Ratings and setting the associated SPTs, (ii) determine the ESG Pricing Provisions in connection with the ESG Amendment, and (iii) assist the Borrowers in preparing informational materials focused on ESG to be used in connection with the ESG Amendment, in each case based upon the information provided by the Borrowers with respect to the applicable KPIs and/or ESG Ratings selected in accordance with this Agreement hereby agrees that Section 2.9, provided, that, the credit facility described in this Agreement is not Sustainability Structuring Agent (A) shall have no duty to ascertain, inquire into, or otherwise independently verify any such information and (B) shall have no responsibility for (and shall not be a liable for) the completeness or accuracy of any such information. 6991691.13 79 (h) Neither the Administrative Agent nor Sustainability Structuring Agent (a) makes any assurances whether this Agreement meets any criteria or expectations of the Borrowers or any lender with regard to environmental or social impact and sustainability performance, or whether the facility including the characteristics of the relevant KPI metrics (including any environmental, social and sustainability criteria or any computation methodology) meet any industry standards for sustainability-linked loan unless credit facilities, or (b) has any responsibility for or liability in respect of reviewing, auditing or otherwise evaluating any calculation by the Borrowers of the KPI metrics or any margin or fee adjustment (or any of the data or computations that are part of or related to any such calculation) set out in any pricing certificate (and until the effectiveness of Administrative Agent may rely conclusively on any ESG Amendmentsuch certificate, without further inquiry, when implementing any pricing adjustment). (i) Each Lender hereby acknowledges that neither the Sustainability Structuring Agent, any Documentation Agent, any Syndication Agent nor any other Lender (or its affiliate) designated as any “Agent” or “Arranger” on the cover page hereof (other than the Administrative Agent) has any liability hereunder other than in its capacity as a Lender.

Sustainability Adjustments. (a) Prior to the twelve (12) month anniversary of the Second Amendment Effective Date, the Borrowers4.7.i. The Borrower Agent, in consultation with the Administrative Agent and the Sustainability Structuring AgentCoordinator, may in their sole discretion shall be entitled to establish specified key performance indicators Key Performance Indicators (“KPI’s”) with respect to certain environmentalEnvironmental, social Social and governance Governance (“ESG”) goals, or identify certain external ESG ratings, targets of the Borrowers Parent and their Subsidiaries (such indicators or ratings, “KPI Metrics”), which KPI Metrics shall be subject to thresholds or targets (in either case, such thresholds or targets, “SPTs”)its Subsidiaries. The Administrative Agent Sustainability Coordinator and the Borrowers (each acting reasonably and in consultation with the Sustainability Structuring Agent) Obligors may propose an amendment to amend this Agreement (such amendment, an the “ESG Amendment”) solely for the purpose of incorporating the KPI Metrics, the SPTs KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Any , and any such ESG Amendment amendment shall become effective upon (i) receipt by at 5:00 p.m. on the Lenders of a lender presentation in regard to fifth Business Day after the KPI Metrics and SPTs from the Borrowers no later than ten (10) Business Days before the proposed effective date of Agent shall have posted such proposed ESG Amendment, (ii) the posting of such proposed ESG Amendment amendment to all Lenders and the BorrowersBorrower Agent unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Agent (iiiwho shall promptly notify the Borrower Agent) the identification, and engagement at the Borrowers’ cost and expense, of a sustainability metric auditor, which shall be a qualified external reviewer of nationally recognized standing, independent of the Borrowers and their Affiliates and (iv) the receipt by the Administrative Agent of executed signature pages and consents 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 from may be effectuated with the Borrowersconsent of the Required Lenders, the Administrative Agent Obligors and Lenders comprising the Majority LendersSustainability Coordinator. Upon the effectiveness of any such ESG Amendment, based on the Borrowers’ Parent’s performance against the KPI Metrics and SPTsKPI’s, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Pricing Adjustments”) to the otherwise applicable Applicable Margin and for all Loans, U.S. Unused Line Fee may Rate, Canadian Unused Line Fee Rate, U.K./Dutch Unused Line Fee Rate, and German Unused Line Fee Rate will be made; provided, that (i) the amount of such ESG Pricing Adjustments adjustments shall not exceed an (i) a 0.05% increase and/or decrease of (x) with respect to the Applicable Margin, a 0.05% per annum and (y) with respect to the Unused Line Fee, 0.01% per annum, in each case, decrease in the aggregate otherwise applicable Applicable Margin for all KPI Metrics (the provisions of this provisoLoans, the “Sustainability Adjustment Limitations”) and or (ii) a 0.01% increase and/or a 0.01% decrease in no event shall the Applicable Margin or the otherwise applicable U.S. Unused Line Fee be less than 0.00%. For the avoidance of doubt the ESG Pricing Adjustments Rate, Canadian Unused Line Fee Rate, U.K./Dutch Unused Line Fee Rate, and German Unused Line Fee Rate payable pursuant to Section 3.2.1, and such adjustments shall not be cumulative year-over-year and shall apply on an annual basis onlycumulative. The KPI Metricspricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the Borrowers’ performance against measurement of the KPI Metrics, and any related ESG Pricing Adjustments resulting therefrom, will be determined based on certain Borrower certificates, reports and other documents, in each case, setting forth the KPI Metrics KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles (as last published in March 2022 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading AssociationPrinciples, and as further amended, revised or updated from time to timeshall identify a sustainability assurance provider (the “Sustainability Assurance Provider”), including which shall be a qualified external reviewer, independent of the Obligors, with respect relevant expertise, such as an auditor, environmental consultant and/or independent ratings agency of recognized national standing, and is to be agreed between the calculation, certification Borrower Agent and measurement thereofthe Sustainability Coordinator (each acting reasonably). Following the effectiveness of an the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of reducing the U.S. Unused Line Fee Rate, Canadian Unused Line Fee Rate, U.K./Dutch Unused Line Fee Rate and German Unused Line Fee Rate payable pursuant to Section 3.2.1 or the Applicable Margin for Loans to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Borrowers, Required Lenders. 4.7.ii. The Sustainability Coordinator will (i) assist the Administrative Borrower Agent and the Majority Lenders so long as such modification does not have the effect of (1) increasing the Sustainability Adjustment Limitations set forth in determining the ESG Amendment or Pricing Provisions in connection with the ESG Amendment, and (2ii) reducing assist the Applicable Margin or Borrower Agent in preparing informational materials focused on ESG to be used in connection with the Unused Line Fee to less than 0.00%. (b) Each party to this Agreement hereby agrees that the credit facility described in this Agreement is not and shall not be a sustainability-linked loan unless and until the effectiveness of any ESG Amendment. 4.7.iii. This Section shall supersede any provisions in Section 14.1 to the contrary.

Sustainability Adjustments. If (ai)(A) Prior any Lender becomes aware of any material inaccuracy in the CarbonCount® level as reported in the Company’s annual financial information delivered pursuant to the twelve Section 5.01(a) (12) month anniversary of the Second Amendment Effective Dateany such material inaccuracy, the Borrowers, in consultation with the Administrative Agent and the a “Sustainability Structuring Agent, may in their sole discretion establish specified key performance indicators with respect to certain environmental, social and governance (“ESGPricing Inaccuracy”) goalsand such Lender delivers, or identify certain external ESG ratings, of the Borrowers and their Subsidiaries (such indicators or ratings, “KPI Metrics”), which KPI Metrics shall be subject to thresholds or targets (in either case, such thresholds or targets, “SPTs”). The Administrative Agent and the Borrowers (each acting reasonably and in consultation with the Sustainability Structuring Agent) may propose an amendment to this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPI Metrics, the SPTs and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Any such ESG Amendment shall become effective upon (i) receipt by the Lenders of a lender presentation in regard to the KPI Metrics and SPTs from the Borrowers no not later than ten (10) Business Days before after obtaining knowledge thereof, a written notice to the proposed effective date Administrative Agent describing such Sustainability Pricing Inaccuracy in reasonable detail (which description shall be shared with each Lender and the Borrower Representative), or (B) the Company or any Borrower becomes aware of such proposed ESG Amendmenta Sustainability Pricing Inaccuracy and the Borrower Representative and the Administrative Agent shall mutually agree that there was a Sustainability Pricing Inaccuracy at the time of delivery of the Company’s annual financial information delivered pursuant to Section 5.01(a), and (ii) a proper calculation of the posting CarbonCount® level would have resulted in an increase in the Applicable Margin or Commitment Fee Rate for any period, the Borrowers shall be obligated to pay to the Administrative Agent for the account of such proposed ESG Amendment to all the applicable Lenders and the Borrowers, (iii) the identification, and engagement at the Borrowers’ cost and expense, of a sustainability metric auditor, which shall be a qualified external reviewer of nationally recognized standing, independent of the Borrowers and their Affiliates and (iv) the receipt Issuing Banks promptly on demand by the Administrative Agent (or, after the occurrence of executed signature pages an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code (or any comparable event under non-U.S. Debtor Relief Laws), automatically and consents to such ESG Amendment from the Borrowers, without further action by the Administrative Agent and Lenders comprising Agent, any Lender or any Issuing Bank), but in any event within ten (10) Business Days after the Majority Lenders. Upon Borrower Representative has received written notice of (in the effectiveness case of any such ESG Amendmentclause (i)(A) above), based on or has agreed in writing that there was (in the Borrowers’ performance against the KPI Metrics and SPTscase of clause (i)(B) above), certain adjustments (increasea Sustainability Pricing Inaccuracy, decrease or no adjustment) (such adjustments, the “ESG Pricing Adjustments”) an amount equal to the otherwise applicable Applicable Margin and Unused Line Fee may be made; provided, that excess of (i1) the amount of interest and fees that should have been paid for such ESG period over (2) the amount of interest and fees actually paid for such period. It is understood and agreed that any Sustainability Pricing Adjustments Inaccuracy shall not exceed an increase and/or decrease constitute a Default or Event of (xDefault; provided, that, the Borrower Representative complies with the terms of this Section 9.23 and Section 5.02(e) with respect to such Sustainability Pricing Inaccuracy. Notwithstanding anything to the Applicable Margincontrary herein, 0.05% per annum and (y) unless such amounts shall be due upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Unused Line FeeBankruptcy Code (or any comparable event under non-U.S. Debtor Relief Laws), 0.01% per annum, (a) any additional amounts required to be paid pursuant to the immediately preceding paragraph shall not be due and payable until the earlier to occur of (i) written demand for such payment by the Administrative Agent in each case, accordance with such paragraph or (ii) ten (10) Business Days after the Borrower Representative has received written notice of (in the aggregate for all KPI Metrics case of clause (i)(A) above), or has agreed in writing that there was (in the provisions case of this provisoclause (i)(B) above), a Sustainability Pricing Inaccuracy (such date, the “Sustainability Adjustment LimitationsInaccuracy Payment Date”), (b) any nonpayment of such additional amounts prior to the Inaccuracy Payment Date shall not constitute a Default (whether retroactively or otherwise) and (iic) in no event none of such additional amounts shall the Applicable Margin or the Unused Line Fee be less than 0.00%. For the avoidance of doubt the ESG Pricing Adjustments shall not be cumulative year-over-year and shall apply on an annual basis only. The KPI Metrics, the Borrowers’ performance against the KPI Metrics, and any related ESG Pricing Adjustments resulting therefrom, will be determined based on certain Borrower certificates, reports and other documents, in each case, setting forth the KPI Metrics in a manner that is aligned with the Sustainability Linked Loan Principles (as last published in March 2022 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association, and as further amended, revised or updated from time to time), including with respect deemed overdue prior to the calculation, certification and measurement thereof. Following Inaccuracy Payment Date or shall accrue interest at the effectiveness of an ESG Amendment, any modification Default Rate prior to the ESG Pricing Provisions shall be subject only to the consent of the Borrowers, the Administrative Agent and the Majority Lenders so long as such modification does not have the effect of (1) increasing the Sustainability Adjustment Limitations set forth in the ESG Amendment or (2) reducing the Applicable Margin or the Unused Line Fee to less than 0.00%Inaccuracy Payment Date. (b) Each party to this Agreement hereby agrees that the credit facility described in this Agreement is not and shall not be a sustainability-linked loan unless and until the effectiveness of any ESG Amendment.

Sustainability Adjustments. If (ai)(A) Prior any Lender becomes aware of any material inaccuracy in the CarbonCount® level as reported in the Company’s Pricing Certificate delivered pursuant to the twelve Section 5.01(c) (12) month anniversary of the Second Amendment Effective Dateany such material inaccuracy, the Borrowers, in consultation with the Administrative Agent and the a “Sustainability Structuring Agent, may in their sole discretion establish specified key performance indicators with respect to certain environmental, social and governance (“ESGPricing Inaccuracy”) goalsand such Lender delivers, or identify certain external ESG ratings, of the Borrowers and their Subsidiaries (such indicators or ratings, “KPI Metrics”), which KPI Metrics shall be subject to thresholds or targets (in either case, such thresholds or targets, “SPTs”). The Administrative Agent and the Borrowers (each acting reasonably and in consultation with the Sustainability Structuring Agent) may propose an amendment to this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPI Metrics, the SPTs and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Any such ESG Amendment shall become effective upon (i) receipt by the Lenders of a lender presentation in regard to the KPI Metrics and SPTs from the Borrowers no not later than ten (10) Business Days before after obtaining knowledge thereof, a written notice to the proposed effective date Administrative Agent describing such Sustainability Pricing Inaccuracy in reasonable detail (which description shall be shared with each Lender and the Borrower Representative), or (B) the Company or any Borrower becomes aware of such proposed ESG Amendmenta Sustainability Pricing Inaccuracy and the Borrower Representative and the Administrative Agent shall mutually agree that there was a Sustainability Pricing Inaccuracy at the time of delivery of the Company’s Pricing Certificate delivered pursuant to Section 5.01(c), and (ii) a proper calculation of the posting CarbonCount® level would have resulted in an increase in the Applicable Margin or Commitment Fee Rate for any period, the Borrowers shall be obligated to pay to the Administrative Agent for the account of such proposed ESG Amendment to all the applicable Lenders and the Borrowers, (iii) the identification, and engagement at the Borrowers’ cost and expense, of a sustainability metric auditor, which shall be a qualified external reviewer of nationally recognized standing, independent of the Borrowers and their Affiliates and (iv) the receipt Issuing Banks promptly on demand by the Administrative Agent (or, after the occurrence of executed signature pages an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code (or any comparable event under non-U.S. Debtor Relief Laws), automatically and consents to such ESG Amendment from the Borrowers, without further action by the Administrative Agent and Lenders comprising Agent, any Lender or any Issuing Bank), but in any event within ten (10) Business Days after the Majority Lenders. Upon Borrower Representative has received written notice of (in the effectiveness case of any such ESG Amendmentclause (i)(A) above), based on or has agreed in writing that there was (in the Borrowers’ performance against the KPI Metrics and SPTscase of clause (i)(B) above), certain adjustments (increasea Sustainability Pricing Inaccuracy, decrease or no adjustment) (such adjustments, the “ESG Pricing Adjustments”) an amount equal to the otherwise applicable Applicable Margin and Unused Line Fee may be made; provided, that excess of (i1) the amount of interest and fees that should have been paid for such ESG period over (2) the amount of interest and fees actually paid for such period. It is understood and agreed that any Sustainability Pricing Adjustments Inaccuracy shall not exceed an increase and/or decrease constitute a Default or Event of (xDefault; provided, that, the Borrower Representative complies with the terms of this Section 9.23 and Section 5.02(e) with respect to such Sustainability Pricing Inaccuracy. Notwithstanding anything to the Applicable Margincontrary herein, 0.05% per annum and (y) unless such amounts shall be due upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Unused Line FeeBankruptcy Code (or any comparable event under non-U.S. Debtor Relief Laws), 0.01% per annum, (a) any additional amounts required to be paid pursuant to the immediately preceding paragraph shall not be due and payable until the earlier to occur of (i) written demand for such payment by the Administrative Agent in each case, accordance with such paragraph or (ii) ten (10) Business Days after the Borrower Representative has received written notice of (in the aggregate for all KPI Metrics case of clause (i)(A) above), or has agreed in writing that there was (in the provisions case of this provisoclause (i)(B) above), a Sustainability Pricing Inaccuracy (such date, the “Sustainability Adjustment LimitationsInaccuracy Payment Date”), (b) any nonpayment of such additional amounts prior to the Inaccuracy Payment Date shall not constitute a Default (whether retroactively or otherwise) and (iic) in no event none of such additional amounts shall the Applicable Margin or the Unused Line Fee be less than 0.00%. For the avoidance of doubt the ESG Pricing Adjustments shall not be cumulative year-over-year and shall apply on an annual basis only. The KPI Metrics, the Borrowers’ performance against the KPI Metrics, and any related ESG Pricing Adjustments resulting therefrom, will be determined based on certain Borrower certificates, reports and other documents, in each case, setting forth the KPI Metrics in a manner that is aligned with the Sustainability Linked Loan Principles (as last published in March 2022 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association, and as further amended, revised or updated from time to time), including with respect deemed overdue prior to the calculation, certification and measurement thereof. Following Inaccuracy Payment Date or shall accrue interest at the effectiveness of an ESG Amendment, any modification Default Rate prior to the ESG Pricing Provisions shall be subject only to the consent of the Borrowers, the Administrative Agent and the Majority Lenders so long as such modification does not have the effect of (1) increasing the Sustainability Adjustment Limitations set forth in the ESG Amendment or (2) reducing the Applicable Margin or the Unused Line Fee to less than 0.00%Inaccuracy Payment Date. (b) Each party to this Agreement hereby agrees that the credit facility described in this Agreement is not and shall not be a sustainability-linked loan unless and until the effectiveness of any ESG Amendment.

Sustainability Adjustments. (a) Prior to the twelve (12) month anniversary of the Second Amendment Effective Date, the BorrowersThe Borrower Agent, in consultation with the Administrative Agent and the Sustainability Structuring AgentCoordinator, may in their sole discretion shall be entitled to establish specified key performance indicators Key Performance Indicators (“KPI’s”) with respect to certain environmentalEnvironmental, social Social and governance Governance (“ESG”) goals, or identify certain external ESG ratings, targets of the Borrowers Parent and their Subsidiaries (such indicators or ratings, “KPI Metrics”), which KPI Metrics shall be subject to thresholds or targets (in either case, such thresholds or targets, “SPTs”)its Subsidiaries. The Administrative Agent Sustainability Coordinator and the Borrowers (each acting reasonably and in consultation with the Sustainability Structuring Agent) Obligors may propose an amendment to amend this Agreement (such amendment, an the “ESG Amendment”) solely for the purpose of incorporating the KPI Metrics, the SPTs KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Any , and any such ESG Amendment amendment shall become effective upon (i) receipt by at 5:00 p.m. on the Lenders of a lender presentation in regard to fifth Business Day after the KPI Metrics and SPTs from the Borrowers no later than ten (10) Business Days before the proposed effective date of Agent shall have posted such proposed ESG Amendment, (ii) the posting of such proposed ESG Amendment amendment to all Lenders and the BorrowersBorrower Agent unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Agent (iiiwho shall promptly notify the Borrower Agent) the identification, and engagement at the Borrowers’ cost and expense, of a sustainability metric auditor, which shall be a qualified external reviewer of nationally recognized standing, independent of the Borrowers and their Affiliates and (iv) the receipt by the Administrative Agent of executed signature pages and consents 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 from may be effectuated with the Borrowersconsent of the Required Lenders, the Administrative Agent Obligors and Lenders comprising the Majority LendersSustainability Coordinator. Upon the effectiveness of any such ESG Amendment, based on the Borrowers’ Parent’s performance against the KPI Metrics and SPTsKPI’s, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Pricing Adjustments”) to the otherwise applicable Applicable Margin and for all Loans, U.S. Unused Line Fee may Rate, Canadian Unused Line Fee Rate, U.K./Dutch Unused Line Fee Rate, and German Unused Line Fee Rate will be made; provided, that (i) the amount of such ESG Pricing Adjustments adjustments shall not exceed an (i) a 0.05% increase and/or decrease of (x) with respect to the Applicable Margin, a 0.05% per annum and (y) with respect to the Unused Line Fee, 0.01% per annum, in each case, decrease in the aggregate otherwise applicable Applicable Margin for all KPI Metrics (the provisions of this provisoLoans, the “Sustainability Adjustment Limitations”) and or (ii) a 0.01% increase and/or a 0.01% decrease in no event shall the Applicable Margin or the otherwise applicable U.S. Unused Line Fee be less than 0.00%. For the avoidance of doubt the ESG Pricing Adjustments Rate, Canadian Unused Line Fee Rate, U.K./Dutch Unused Line Fee Rate, and German Unused Line Fee Rate payable pursuant to Section 3.2.1, and such adjustments shall not be cumulative year-over-year and shall apply on an annual basis onlycumulative. The KPI Metricspricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the Borrowers’ performance against measurement of the KPI Metrics, and any related ESG Pricing Adjustments resulting therefrom, will be determined based on certain Borrower certificates, reports and other documents, in each case, setting forth the KPI Metrics KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles (as last published in March 2022 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading AssociationPrinciples, and as further amended, revised or updated from time to timeshall identify a sustainability assurance provider (the “Sustainability Assurance Provider”), including which shall be a qualified external reviewer, independent of the Obligors, with respect relevant expertise, such as an auditor, environmental consultant and/or independent ratings agency of recognized national standing, and is to be agreed between the calculation, certification Borrower Agent and measurement thereofthe Sustainability Coordinator (each acting reasonably). Following the effectiveness of an the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of reducing the U.S. Unused Line Fee Rate, Canadian Unused Line Fee Rate, U.K./Dutch Unused Line Fee Rate and German Unused Line Fee Rate payable pursuant to Section 3.2.1 or the Applicable Margin for Loans to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Borrowers, Required Lenders. The Sustainability Coordinator will (i) assist the Administrative Borrower Agent and the Majority Lenders so long as such modification does not have the effect of (1) increasing the Sustainability Adjustment Limitations set forth in determining the ESG Amendment or (2) reducing Pricing Provisions in connection with the Applicable Margin or the Unused Line Fee to less than 0.00%. (b) Each party to this Agreement hereby agrees that the credit facility described in this Agreement is not and shall not be a sustainability-linked loan unless and until the effectiveness of any ESG Amendment., and (ii) assist the Borrower Agent in preparing informational materials focused on ESG to be used in connection with the ESG Amendment. This Section shall supersede any provisions in Section 14.1 to the contrary. Payments

Sustainability Adjustments. (a) Prior to the twelve (12) month anniversary of After the Second Amendment Effective Date, the BorrowersBorrower, in consultation with the Administrative Agent and (in such capacity, the “Sustainability Structuring AgentCoordinator”), may in their sole discretion shall be entitled to establish specified key performance indicators Key Performance Indicators (“KPI’s”) with respect to certain environmentalEnvironmental, social Social and governance Governance (“ESG”) goals, or identify certain external ESG ratings, targets of the Borrowers Holdings and their Subsidiaries (such indicators or ratings, “KPI Metrics”), which KPI Metrics shall be subject to thresholds or targets (in either case, such thresholds or targets, “SPTs”)its Subsidiaries. The Administrative Agent Sustainability Coordinator, the Requisite Revolving Credit Lenders and the Borrowers (each acting reasonably and in consultation with the Sustainability Structuring Agent) Borrower may propose an amendment to amend this Agreement (such amendment, an the “ESG Amendment”) solely for the purpose of incorporating the KPI Metrics, the SPTs KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Any such ESG Amendment shall become effective upon (i) receipt by the Lenders of a lender presentation in regard to the KPI Metrics and SPTs from the Borrowers no later than ten (10) Business Days before the proposed effective date of such proposed ESG Amendment, (ii) the posting of such proposed ESG Amendment to all Lenders and the Borrowers, (iii) the identification, and engagement at the Borrowers’ cost and expense, of a sustainability metric auditor, which shall be a qualified external reviewer of nationally recognized standing, independent of the Borrowers and their Affiliates and (iv) the receipt by the Administrative Agent of executed signature pages and consents to such ESG Amendment from the Borrowers, the Administrative Agent and Lenders comprising the Majority Lenders. Upon the effectiveness of any such ESG Amendment, based on the BorrowersHoldings’ and its Subsidiaries’ performance against the KPI Metrics and SPTsKPI’s, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Pricing Adjustments”) to the otherwise applicable Applicable Unused Commitment Fee Rate, Applicable Margin for Base Rate Loans consisting of Revolving Loans, and Unused Line Fee may Applicable Margin for Eurodollar RateTerm SOFR Loans consisting of Revolving Loans will be made; provided, provided that (i) the amount of such ESG Pricing Adjustments adjustments shall not exceed an (i) a 0.05% increase and/or decrease of (x) with respect to the Applicable Margin, a 0.05% per annum and (y) with respect to decrease in the Unused Line Fee, 0.01% per annumotherwise applicable Applicable Margin for Eurodollar RateTerm SOFR Loans consisting of Revolving Loans, in each case, determined based upon the applicable rating on the effective date of the ESG Amendment, and the adjustments to the Applicable Margin for Base Rate Loans consisting of Revolving Loans shall be the same amount, in basis points, as the aggregate adjustments to the Applicable Margin for all KPI Metrics (the provisions Eurodollar RateTerm SOFR Loans consisting of this proviso, the “Sustainability Adjustment Limitations”) and Revolving Loans or (ii) a 0.01% increase and/or a 0.01% decrease in no event shall the otherwise Applicable Margin or the Unused Line Commitment Fee be less than 0.00%. For the avoidance of doubt the ESG Pricing Adjustments shall not be cumulative year-over-year and shall apply on an annual basis onlyRate. The KPI Metricspricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the Borrowers’ performance against measurement of the KPI Metrics, and any related ESG Pricing Adjustments resulting therefrom, will be determined based on certain Borrower certificates, reports and other documents, in each case, setting forth the KPI Metrics KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles and is to be agreed between the Borrower and the Sustainability Coordinator (as last published in March 2022 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association, and as further amended, revised or updated from time to timeeach acting reasonably), including with respect to the calculation, certification and measurement thereof. Following the effectiveness of an the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of reducing the Applicable Unused Commitment Fee Rate, Applicable Margin for Base Rate Loans consisting of Revolving Loans or Applicable Margin for Eurodollar RateTerm SOFR Loans consisting of Revolving Loans to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Borrowers, Requisite Revolving Credit Lenders. The Sustainability Coordinator will (i) assist the Administrative Agent and Borrower in determining the Majority Lenders so long as such modification does not have the effect of (1) increasing the Sustainability Adjustment Limitations set forth ESG Pricing Provisions in connection with the ESG Amendment or and (2ii) reducing assist the Applicable Margin or Borrowers in preparing informational materials focused on ESG to be used in connection with the Unused Line Fee to less than 0.00%. (b) Each party to this Agreement hereby agrees that the credit facility described in this Agreement is not and shall not be a sustainability-linked loan unless and until the effectiveness of any ESG Amendment. The provisions of this Section shall supersede any provisions in Section 12.1 to the contrary.

Sustainability Adjustments. (a) Prior to After the twelve (12) month anniversary of the Second Fourth Amendment Effective Date, the BorrowersAdministrative Borrower, at its option, and in consultation with the Administrative Agent Sustainability Coordinator and the Sustainability Structuring Agent, may in their sole discretion shall be entitled to establish specified key performance indicators (“KPI’s”) with respect to certain environmental, social and governance (“ESG”) goalstargets of WS and its Restricted Subsidiaries. Agent, or identify certain external ESG ratings, of the Borrowers and their Subsidiaries (such indicators or ratings, “KPI Metrics”), which KPI Metrics shall be subject to thresholds or targets (in either case, such thresholds or targets, “SPTs”). The Administrative Agent Sustainability Coordinator and the Borrowers (each acting reasonably and in consultation with the Sustainability Structuring Agent) Administrative Borrower may propose an amendment to amend this Agreement (such amendment, an the “ESG Amendment”) solely for the purpose of incorporating the KPI Metrics, the SPTs KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Any such ESG Amendment shall become effective upon (i) receipt by , with the Lenders of a lender presentation in regard to the KPI Metrics and SPTs from the Borrowers no later than ten (10) Business Days before the proposed effective date of such proposed ESG Amendment, (ii) the posting of such proposed ESG Amendment to all Lenders and the Borrowers, (iii) the identification, and engagement at the Borrowers’ cost and expense, of a sustainability metric auditor, which shall be a qualified external reviewer of nationally recognized standing, independent written consent of the Borrowers and their Affiliates and (iv) the receipt by the Administrative Agent of executed signature pages and consents to such ESG Amendment from the Borrowers, the Administrative Agent and Lenders comprising the Majority Required Lenders. Upon the effectiveness of any such ESG Amendment, based on the BorrowersWS’ and its Restricted Subsidiaries’ performance against the KPI Metrics and SPTsKPI’s, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Pricing Adjustments”) to the otherwise applicable unused line fees pursuant to Section 3.2.1 and the Applicable Margin and Unused Line Fee may will be made; provided, provided that (i) the amount of such ESG Pricing Adjustments adjustments shall not exceed an exceed, in the aggregate when taking into account WS’ and its Restricted Subsidiaries’ performance against all of such KPI’s adjustments, (i) a 0.05% increase and/or a 0.05% decrease of (x) with respect to in the otherwise applicable Applicable Margin, 0.05% per annum and (y) with respect to the Unused Line Fee, 0.01% per annum, in each case, determined based upon the applicable rating on the effective date of the ESG Amendment, and the adjustments to the Applicable Margin for Base Rate Loans and Canadian Prime Rate Loans shall be the same amount, in basis points, as the aggregate adjustments to the Applicable Margin for all KPI Metrics Term SOFR Loans, Alternative Currency Loans, Daily Simple XXXXX Rate Loans (prior to the provisions of this proviso, Term XXXXX Activation Date) and Term XXXXX Rate Loans (from and after the “Sustainability Adjustment Limitations”Term XXXXX Activation Date) and (ii) a 0.01% increase and/or a 0.01% decrease in no event shall the Applicable Margin or the Unused Line Fee be less than 0.00%. For the avoidance of doubt the ESG Pricing Adjustments shall not be cumulative year-over-year and shall apply on an annual basis onlyotherwise applicable unused line fees payable pursuant to Section 3.2. 1. The KPI Metricspricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the Borrowers’ performance against measurement of the KPI Metrics, and any related ESG Pricing Adjustments resulting therefrom, will be determined based on certain Borrower certificates, reports and other documents, in each case, setting forth the KPI Metrics KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles and is to be agreed between the Administrative Borrower, Agent and the Sustainability Coordinator (as last published in March 2022 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association, and as further amended, revised or updated from time to timeeach acting reasonably), including with respect to the calculation, certification and measurement thereof. Following the effectiveness of an the ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Borrowers, the Administrative Agent and the Majority Lenders so long as such modification which does not have the effect of (1) increasing reducing the Sustainability Adjustment Limitations set forth in the ESG Amendment unused line fees payable pursuant to Section 3.2.1 or (2) reducing the Applicable Margin or to a level not otherwise permitted by this paragraph shall be subject to the Unused Line Fee to less than 0.00%consent of the Required Lenders. (b) Each party The Sustainability Coordinator will (i) assist the Administrative Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Administrative Borrower in preparing informational materials focused on ESG to this Agreement hereby agrees that be used in connection with the credit facility described in this Agreement is not and shall not be a sustainability-linked loan unless and until the effectiveness of any ESG Amendment. (c) After the Administrative Borrower has determined specific KPI’s pursuant to clause (a) of this Section, in furtherance of but without limiting the terms of the penultimate sentence of clause (a) of this Section, the Administrative Borrower shall retain a Sustainability Assurance Provider to independently monitor WS’ and its Restricted Subsidiaries performance against the KPI’s on a periodic basis to be set forth in the applicable ESG Amendment and the Administrative Borrower shall cause such Sustainability Assurance Provider to deliver reports with respect to such monitoring to the Agent and the Lenders as shall be set forth in the applicable ESG Amendment. (d) This Section shall supersede any provisions in Section 13.1 to the contrary.

Sustainability Adjustments. (a) Prior to After the twelve (12) month anniversary of the Second Amendment Effective Closing Date, the Borrowers, in consultation with the Administrative Agent and the Sustainability Structuring AgentCoordinator, may in their sole discretion shall be entitled to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) goals, or identify certain external ESG ratings, targets of the Borrowers and their Subsidiaries (such indicators or ratings, “KPI Metrics”), which KPI Metrics shall be subject to thresholds or targets (in either case, such thresholds or targets, “SPTs”)its Subsidiaries. The Administrative Agent Sustainability Coordinator, the Borrowers and the Borrowers (each acting reasonably and in consultation with the Sustainability Structuring Agent) Required Lenders may propose an amendment to amend this Agreement (such amendment, an the “ESG Amendment”) solely for the purpose of incorporating the KPI Metrics, the SPTs KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Any , and any such ESG Amendment amendment shall become effective upon (i) receipt execution by the Lenders of a lender presentation in regard to the KPI Metrics and SPTs from the Borrowers no later than ten (10) Business Days before the proposed effective date of such proposed ESG Amendment, (ii) the posting of such proposed ESG Amendment to all Lenders and the Borrowers, (iii) the identification, and engagement at the Borrowers’ cost and expense, of a sustainability metric auditor, which shall be a qualified external reviewer of nationally recognized standing, independent of the Borrowers and their Affiliates and (iv) the receipt by the Administrative Agent of executed signature pages and consents to such ESG Amendment from the Borrowers, the Administrative Agent Sustainability Coordinator and Lenders comprising constituting the Majority Required Lenders. Upon the effectiveness of any such ESG Amendment, based on the Borrowers’ performance against the KPI Metrics and SPTsKPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Pricing Adjustments”) to the otherwise applicable Commitment Fee, Applicable Margin Percentage and Unused Line LC Participation Fee may will be made; provided, provided that (i) the amount of such ESG Pricing Adjustments adjustments shall not exceed an increase and/or result in a decrease of (xi) with respect to in the Applicable Margin, 0.05% per annum and (y) with respect to case of the Unused Line Commitment Fee, 0.01% per annum, in each case, in more than one (1) basis point from the aggregate for all KPI Metrics (the provisions of this proviso, the “Sustainability Adjustment Limitations”) otherwise applicable Commitment Fee and (ii) in no event shall the case of the Applicable Margin Percentage and LC Participation Fee, more than five (5) basis points from the otherwise applicable Applicable Percentage or the Unused Line Fee be less than 0.00%. For the avoidance of doubt the ESG Pricing Adjustments shall not be cumulative year-over-year and shall apply on an annual basis onlyLC Participation Fee, as applicable. The KPI MetricsKPIs, the Borrowers’ performance against the KPI MetricsKPIs, and any related ESG Pricing Adjustments pricing adjustments resulting therefrom, therefrom will be determined based on certain Borrower certificates, reports and other documents, in each case, setting forth the KPI Metrics calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and agreed between the Borrowers and the Sustainability Coordinator (as last published in March 2022 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association, and as further amended, revised or updated from time to timeeach acting reasonably), including with respect to the calculation, certification and measurement thereof. Following the effectiveness of an the ESG Amendment, : (i) any modification to the ESG Pricing Provisions shall be subject only to the consent of the Borrowers, the Administrative Agent and the Majority Required Lenders so long as such modification does not #95460429v5 have the effect of reducing the Commitment Fee, Applicable Percentage or LC Participation Fee to a level not otherwise permitted by Section 2.24(a); and (1ii) increasing the Sustainability Adjustment Limitations set forth in any other modification to the ESG Amendment or Pricing Provisions (2other than as provided for in Section 2.24(a)(i) reducing above) shall be subject only to the Applicable Margin or consent of the Unused Line Fee to less than 0.00%Required Lenders. (b) Each party The Sustainability Coordinator will (i) assist the Borrowers in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrowers in preparing informational materials focused on ESG to this Agreement hereby agrees that be used in connection with the credit facility described in this Agreement is not and shall not be a sustainability-linked loan unless and until the effectiveness of any ESG Amendment. (c) This Section shall supersede any provisions in Section 9.07 to the contrary.

Sustainability Adjustments. (a) Prior to The parties hereto acknowledge that the twelve (12) month anniversary Sustainability Targets have not been determined and agreed as of the Second Amendment Effective date of this Agreement and that Schedule 3.6 therefore has been intentionally left blank. The Borrower may, at any time following the Closing Date, the Borrowers, submit a request in consultation with writing to the Administrative Agent and that this Agreement be amended to include the Sustainability Structuring AgentTargets and other related provisions (including without limitation those provisions described in this Section 3.6), may to be mutually agreed among the parties hereto in their sole discretion establish specified key performance indicators accordance with respect to certain environmental, social this Section 3.6 and governance (“ESG”) goals, or identify certain external ESG ratings, of the Borrowers and their Subsidiaries Section 10.1 (such indicators or ratingsamendment, the “KPI Metrics”), which KPI Metrics shall be subject to thresholds or targets (in either case, such thresholds or targets, “SPTsESG Amendment”). The Administrative Agent and Such request shall be accompanied by the Borrowers (each acting reasonably and proposed Sustainability Targets as prepared by the Borrower in consultation with the Sustainability Structuring Agent and devised with assistance from the Sustainability Assurance Provider (defined below), which shall be included as Schedule 3.6 (the “Sustainability Table”). The proposed ESG Amendment shall also include the ESG Pricing Provisions (defined below) and 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 (the “Sustainability Assurance Provider”). (b) If requested by the Borrower, the Administrative Agent) may propose , the Sustainability Structuring Agent and the Borrower shall in good faith enter into discussions to reach an amendment agreement in respect of the proposed Sustainability Targets and Sustainability Assurance Provider, and any proposed incentives and penalties for compliance and noncompliance, respectively, with the Sustainability Targets, including any adjustments to this Agreement the Applicable Margin and/or Applicable Commitment Fee Rate (such amendmentprovisions, an “ESG Amendment”) solely for the purpose of incorporating the KPI Metricscollectively, the SPTs and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Any ); provided that the amount of any such adjustments made pursuant to an ESG Amendment shall become effective upon (i) receipt by the Lenders of not result in a lender presentation in regard to the KPI Metrics and SPTs from the Borrowers no later than ten (10) Business Days before the proposed effective date of such proposed ESG Amendment, (ii) the posting of such proposed ESG Amendment to all Lenders and the Borrowers, (iii) the identification, and engagement at the Borrowers’ cost and expense, of a sustainability metric auditor, which shall be a qualified external reviewer of nationally recognized standing, independent of the Borrowers and their Affiliates and (iv) the receipt by the Administrative Agent of executed signature pages and consents to such ESG Amendment from the Borrowers, the Administrative Agent and Lenders comprising the Majority Lenders. Upon the effectiveness of any such ESG Amendment, based on the Borrowers’ performance against the KPI Metrics and SPTs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Pricing Adjustments”) to the otherwise applicable Applicable Margin and Unused Line Fee may be made; provided, that (i) the amount of such ESG Pricing Adjustments shall not exceed an increase and/or decrease of more than (xa) with respect to 0.01% per annum in the Applicable Margin, Commitment Fee Rate and/or (b) 0.05% per annum and (y) with respect to the Unused Line Fee, 0.01% per annum, in each case, in the aggregate Applicable Margin for all KPI Metrics any Interest Rate Option during any calendar year, which pricing adjustments shall be applied in accordance with the terms as further described in the ESG Pricing Provisions; provided further that (the provisions of this proviso, the “Sustainability Adjustment Limitations”) and (iii) in no event shall the Applicable Margin or the Unused Line Applicable Commitment Fee Rate be less than 0.00%. For % at any time and (ii) for the avoidance of doubt the ESG Pricing Adjustments doubt, such pricing adjustments shall not be cumulative year-over-year year, and each applicable adjustment shall only apply until the date on an annual basis onlywhich the next adjustment is due to take place. The KPI Metrics, Borrower agrees and confirms that the Borrowers’ performance against the KPI Metrics, and any related ESG Pricing Adjustments resulting therefrom, will be determined based on certain Borrower certificates, reports and other documents, in each case, setting forth the KPI Metrics in a manner that is aligned with Provisions shall follow the Sustainability Linked Loan Principles (Principles, as last published in March 2022 May 2021, and as may be updated, revised or amended from time to time by the Loan Market Association, Asia Pacific Loan Market Association and the Loan Syndications & Trading AssociationAssociation (the “SLL Principles”). (c) An ESG Amendment (including the ESG Pricing Provisions) will become effective on or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, so long as the Administrative Agent has not received, by such time, written notice of objection to such ESG Amendment from Lenders comprising the Required Lenders. In the event that the Lenders comprising the Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be implemented with the consent of the Lenders comprising the Required Lenders and as further amended, revised or updated from time to time), including with respect to the calculation, certification and measurement thereof. Borrower. (d) Following the effectiveness of an the ESG Amendment, any amendment or other modification to the ESG Pricing Provisions which does not have the effect of reducing the Applicable Margin or the Applicable Commitment Fee Rate to a level not otherwise permitted by this Section 3.6 shall be subject only to the consent of the Borrowers, the Administrative Agent and the Majority Lenders so long as such modification does not have the effect of (1) increasing the Sustainability Adjustment Limitations set forth in the ESG Amendment or (2) reducing the Applicable Margin or the Unused Line Fee to less than 0.00%Required Lenders. (b) Each party to this Agreement hereby agrees that the credit facility described in this Agreement is not and shall not be a sustainability-linked loan unless and until the effectiveness of any ESG Amendment.

Sustainability Adjustments. (a) Prior to After the twelve (12) month anniversary of the Second Amendment Effective Closing Date, the Borrowers, in consultation with the Administrative Agent and the Sustainability Structuring Agent, may in their sole discretion establish shall be entitled to (a) identify specified key performance indicators with respect to certain environmentalEnvironmental, social Social and governance Governance (“ESG”) goals, or identify certain external related Key Performance Indicators (“KPIs”) and establish associated annual Sustainability Performance Targets (“SPTs”) with respect to the ESG ratings, strategy and disclosure of the Borrowers and their Subsidiaries and/or (b) identify external ESG ratings (“ESG Ratings”) and establish associated annual SPTs. Any such indicators or ratings, “KPI Metrics”), which KPI Metrics shall KPIs and/or ESG Ratings and associated SPTs are to be subject to thresholds or targets (in either case, such thresholds or targets, “SPTs”). The Administrative Agent and mutually agreed between the Borrowers (each acting reasonably and in consultation with the Sustainability Structuring Agent. (b) Notwithstanding anything in Section 10.01 to the contrary, the Borrowers, the Sustainability Structuring Agent, and the Required Lenders may propose an amendment to amend this Agreement (such amendment, an the “ESG Amendment”) solely for the purpose of incorporating the KPI MetricsKPIs and/or ESG Ratings, the SPTs associated SPTs, and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Any . (c) If any such ESG Amendment shall become effective upon (i) receipt by does not obtain the Lenders requisite consent of a lender presentation in regard to the KPI Metrics and SPTs from the Borrowers no later than ten (10) Business Days before the proposed effective date of such proposed ESG AmendmentRequired Lenders, (ii) the posting of such proposed an alternative ESG Amendment to all Lenders and may be effectuated with the Borrowers, (iii) the identification, and engagement at the Borrowers’ cost and expense, of a sustainability metric auditor, which shall be a qualified external reviewer of nationally recognized standing, independent consent of the Borrowers and their Affiliates and (iv) the receipt by the Administrative Agent of executed signature pages and consents to such ESG Amendment from Required Lenders, the Borrowers, the Administrative Agent Sustainability Structuring Agent, and Lenders comprising the Majority Lenders. Agent. (d) Upon the effectiveness of any such ESG Amendment, based on the BorrowersLoan Parties’ performance against the KPI Metrics KPIs and/or ESG Ratings and associated SPTs, certain adjustments (an increase, decrease a decrease, or no adjustment) (such adjustments, the “ESG Pricing Adjustments”) to the otherwise applicable Applicable Commitment Fee Percentage and the Applicable Margin and Unused Line Fee may will be made; provided, provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not exceed (i) in the amount case of such ESG Pricing Adjustments shall not exceed the Applicable Commitment Fee Percentage, an increase and/or decrease of 1.00 basis point in the aggregate based off the Applicable Commitment Fee Percentages in effect as of the Closing Date and (xii) with respect to in the case of the Applicable Margin, 0.05% per annum and (y) with respect to the Unused Line Fee, 0.01% per annum, in each case, an increase and/or decrease of 4.00 basis points in the aggregate for all KPI Metrics (based off the provisions Applicable Margin pricings in effect as of this provisothe Closing Date; provided, the “Sustainability Adjustment Limitations”) and (ii) further, that in no event shall the Applicable Margin Commitment Fee Percentage or the Unused Line Fee Applicable Margin be less than 0.000%. For the avoidance of doubt the ESG Pricing Adjustments shall not be cumulative year-over-year and shall apply on an . (e) The pricing adjustments will require, among other things, annual basis only. The KPI Metrics, the Borrowers’ performance against the KPI Metrics, and any related ESG Pricing Adjustments resulting therefrom, will be determined based on certain Borrower certificates, reports and other documents, in each case, setting forth the KPI Metrics reporting in a manner that is aligned with the Sustainability Linked Loan Principles (as last published in March 2022 by effect at the Loan Market Associationtime of the ESG Amendment and is to be mutually agreed between the Borrowers, Asia Pacific Loan Market Association and Loan Syndications & Trading Associationthe Sustainability Structuring Agent, and as further amendedthe Agent (each acting reasonably). If KPIs are utilized, revised or updated from time to time)any proposed ESG Amendment shall also identify, including with respect to the calculationand be reviewed by, certification and measurement thereof. a Sustainability Assurance Provider. (f) Following the effectiveness of an the ESG Amendment, (A) any modification to the ESG Pricing Provisions which has the effect of reducing the Applicable Commitment Fee Percentage and/or the Applicable Margin to a level not otherwise permitted by this Section 2.16 shall be subject to the consent of all Lenders and (B) any other modification to the ESG Pricing Provisions (other than, for the avoidance of doubt, as provided for in the immediately preceding clause (A)) shall be subject only to the consent of the Borrowers, the Administrative Agent and the Majority Lenders so long as such modification does not have the effect of (1) increasing the Sustainability Adjustment Limitations set forth in the ESG Amendment or (2) reducing the Applicable Margin or the Unused Line Fee to less than 0.00%Required Lenders. (bg) Each party In connection with any proposed ESG Amendment, the Sustainability Structuring Agent may (i) assist the Borrowers in selecting the KPIs and/or ESG Ratings and setting the associated SPTs, (ii) determine the ESG Pricing Provisions in connection with the ESG Amendment, and (iii) assist the Borrowers in preparing informational materials focused on ESG to be used in connection with the ESG Amendment, in each case based upon the information provided by the Borrowers with respect to the applicable KPIs and/or ESG Ratings selected in accordance with this Agreement hereby agrees Section 2.16; provided that the credit facility described in this Agreement is not Sustainability Structuring Agent (A) shall have no duty to ascertain, inquire into, or otherwise independently verify any such information and (B) shall have no responsibility for (and shall not be a sustainability-linked loan unless and until liable for) the effectiveness completeness or accuracy of any ESG Amendmentsuch information.

Sustainability Adjustments. (a) Prior to After the twelve (12) month anniversary of the Second Amendment Effective Date, the BorrowersBorrower, in consultation with the Administrative Agent and the Sustainability Structuring Agent, may in their sole discretion establish specified key performance indicators with respect to certain environmental, social and governance (“ESG”) goals, or identify certain external ESG ratings, of the Borrowers and their Subsidiaries (such indicators or ratings, “KPI Metrics”), which KPI Metrics shall be subject to thresholds or targets (in either case, such thresholds or targets, “SPTs”). The Administrative Agent and the Borrowers (each acting reasonably and in consultation with the Sustainability Structuring Agent, shall be entitled to (a) identify specified Environmental, Social and Governance (“ESG”) related Key Performance Indicators (“KPIs”) and establish associated annual Sustainability Performance Targets (“SPTs”) with respect to the ESG strategy and disclosure of the Borrower and its Subsidiaries and/or (b) identify external ESG ratings (“ESG Ratings”) and establish associated annual SPTs. Any such KPIs and/or ESG Ratings and associated SPTs are to be mutually agreed between the Borrower and the Sustainability Structuring Agent. Notwithstanding anything in Section 11.1 to the contrary, the Borrower, the Sustainability Structuring Agent, and the Required Lenders may propose an amendment from time to time amend this Agreement (such amendment, an the “ESG Amendment”) solely for the purpose of incorporating the KPI MetricsKPIs and/or ESG Ratings, the SPTs associated SPTs, and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and upon request from the Borrower, the Borrower, the Sustainability Structuring Agent, and the Lenders shall in good faith enter into discussions to reach an agreement in respect of the ESG Pricing Provisions. Any In the event that any such ESG Amendment shall become effective upon (i) receipt by does not obtain requisite consent of the Lenders of a lender presentation in regard to the KPI Metrics and SPTs from the Borrowers no later than ten (10) Business Days before the proposed effective date of such proposed ESG AmendmentRequired Lenders, (ii) the posting of such proposed an alternative ESG Amendment to all Lenders may be effectuated with the consent of the Required Lenders, the Borrower, the Sustainability Structuring Agent, and the Borrowers, (iii) the identification, and engagement at the Borrowers’ cost and expense, of a sustainability metric auditor, which shall be a qualified external reviewer of nationally recognized standing, independent of the Borrowers and their Affiliates and (iv) the receipt by the Administrative Agent of executed signature pages and consents to such ESG Amendment from the Borrowers, the Administrative Agent and Lenders comprising the Majority LendersAgent. Upon the effectiveness of any such ESG Amendment, based on the Borrowers’ Borrower’s performance against the KPI Metrics KPIs and/or ESG Ratings and associated SPTs, certain adjustments (an increase, decrease a decrease, or no adjustment) (such adjustments, the “ESG Pricing Adjustments”) to the otherwise applicable Applicable Commitment Fee Rate and the Applicable Margin and Unused Line Fee may will be made; provided, provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not exceed (i) in the amount case of such ESG Pricing Adjustments shall not exceed the Applicable Commitment Fee Rate, an aggregate increase and/or decrease of 1.00 basis point and (xii) with respect to in the case of the Applicable Margin, 0.05% per annum and (y) with respect to the Unused Line Feean aggregate increase and/or decrease of 5.00 basis points; provided, 0.01% per annumfurther, in each case, in the aggregate for all KPI Metrics (the provisions of this proviso, the “Sustainability Adjustment Limitations”) and (ii) that in no event shall the Applicable Margin Commitment Fee Rate or the Unused Line Fee Applicable Margin be less than 0.000%. For the avoidance of doubt the ESG Pricing Adjustments ; provided, further, that such adjustments shall not be cumulative year-over-year and shall apply on an annual basis onlyyear. The KPI Metricspricing adjustments will require, the Borrowers’ performance against the KPI Metricsamong other things, and any related ESG Pricing Adjustments resulting therefrom, will be determined based on certain Borrower certificates, reports and other documents, in each case, setting forth the KPI Metrics (i) annual reporting in a manner that is aligned with (A) the Sustainability Linked Loan Principles (as last published in March 2022 from time to time by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) or (B) any other reporting methodology for sustainability-linked credit facilities for insurance companies, in each case in effect at the time of the ESG Amendment and as mutually agreed between the Borrower, the Sustainability Structuring Agent, and the Administrative Agent (each acting reasonably) and (ii) delivery of such other annual reports or certificates as further amendedshall be agreed among the Borrower and the Sustainability Structuring Agent. If KPIs are utilized, revised or updated from time to time)any proposed ESG Amendment shall also identify a sustainability assurance provider, including provided that any such sustainability assurance provider shall be a qualified external reviewer, independent of the Borrower and its Subsidiaries, with respect to the calculationrelevant expertise, certification and measurement thereofsuch as an auditor, environmental consultant and/or independent ratings agency of recognized national standing. Following the effectiveness of an the ESG Amendment, (A) any modification to the ESG Pricing Provisions which has the effect of reducing the Applicable Commitment Fee Rate or the Applicable Margin to a level not otherwise permitted by this Section 2.14 shall be subject to the consent of all Lenders and (B) any other modification to the ESG Pricing Provisions (other than, for the avoidance of doubt, as provided for in the immediately preceding clause (A)) shall be subject only to the consent of the Borrowers, the Administrative Agent and the Majority Lenders so long as such modification does not have the effect of (1) increasing the Sustainability Adjustment Limitations set forth in the ESG Amendment or (2) reducing the Applicable Margin or the Unused Line Fee to less than 0.00%Required Lenders. (b) In connection with any proposed ESG Amendment, the Sustainability Structuring Agent may (i) assist the Borrower in selecting the KPIs and/or ESG Ratings and setting the associated SPTs, (ii) determine the ESG Pricing Provisions in connection with the ESG Amendment, (iii) facilitate dialogue between the Borrower and the relevant Lenders in regard to the SPTs and KPIs and assist the Borrower in responding to sustainability-related questions in connection with any proposed ESG Amendment and related ESG Pricing Provisions, (iv) assist the Borrower in engaging with certification providers or other external reviewers (where relevant) with respect to the Agreement, (v) take such other actions as the Borrower and the Sustainability Structuring Agent reasonably and mutually agree with respect to any proposed ESG Amendment and related ESG Pricing Provisions, and (vi) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment, in each case based upon the information provided by the Borrower with respect to the applicable KPIs and/or ESG Ratings selected in accordance with Section 2.14(a); provided, the Sustainability Structuring Agent (y) shall have no duty to ascertain, inquire into or otherwise independently verify (or have any liability in respect of) any such information, or (z) shall have any responsibility for (or be liable for) the completeness or accuracy of any such information. (c) Each party to this Agreement hereby hereto agrees that neither the credit facility described in this Agreement is not Administrative Agent nor the Sustainability Structuring Agent (i) makes any assurances with regard to environmental or social impact and shall not be a sustainability performance or that the characteristics of the relevant KPI metrics (including any environmental, social and sustainability criteria or any computation methodology) meet any industry standards for sustainability-linked loan unless credit facilities or (ii) has any responsibility for or liability in respect of reviewing, auditing or otherwise evaluating any calculation by the Borrower of the KPI metrics or any margin or fee adjustment (or any of the data or computations that are part of or related to any such calculation) set out in any pricing certificate (and until the effectiveness of Administrative Agent may rely conclusively on any ESG Amendmentsuch certificate, without further inquiry, when implementing any pricing adjustment).

Sustainability Adjustments. If (ai)(A) Prior any Lender becomes aware of any material inaccuracy in the CarbonCount® level as reported in the Company’s annual financial informationPricing Certificate delivered pursuant to the twelve Section 5.01(a)5.01(c) (12) month anniversary of the Second Amendment Effective Dateany such material inaccuracy, the Borrowers, in consultation with the Administrative Agent and the a “Sustainability Structuring Agent, may in their sole discretion establish specified key performance indicators with respect to certain environmental, social and governance (“ESGPricing Inaccuracy”) goalsand such Lender delivers, or identify certain external ESG ratings, of the Borrowers and their Subsidiaries (such indicators or ratings, “KPI Metrics”), which KPI Metrics shall be subject to thresholds or targets (in either case, such thresholds or targets, “SPTs”). The Administrative Agent and the Borrowers (each acting reasonably and in consultation with the Sustainability Structuring Agent) may propose an amendment to this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPI Metrics, the SPTs and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Any such ESG Amendment shall become effective upon (i) receipt by the Lenders of a lender presentation in regard to the KPI Metrics and SPTs from the Borrowers no not later than ten (10) Business Days before after obtaining knowledge thereof, a written notice to the proposed effective date Administrative Agent describing such Sustainability Pricing Inaccuracy in reasonable detail (which description shall be shared with each Lender and the Borrower Representative), or (B) the Company or any Borrower becomes aware of such proposed ESG Amendmenta Sustainability Pricing Inaccuracy and the Borrower Representative and the Administrative Agent shall mutually agree that there was a Sustainability Pricing Inaccuracy at the time of delivery of the Company’s annual financial informationPricing Certificate delivered pursuant to Section 5.01(a)5.01(c) , and (ii) a proper calculation of the posting CarbonCount® level would have resulted in an increase in the Applicable Margin or Commitment Fee Rate for any period, the Borrowers shall be obligated to pay to the Administrative Agent for the account of such proposed ESG Amendment to all the applicable Lenders and the Borrowers, (iii) the identification, and engagement at the Borrowers’ cost and expense, of a sustainability metric auditor, which shall be a qualified external reviewer of nationally recognized standing, independent of the Borrowers and their Affiliates and (iv) the receipt Issuing Banks promptly on demand by the Administrative Agent (or, after the occurrence of executed signature pages an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code (or any comparable event under non-U.S. Debtor Relief Laws), automatically and consents to such ESG Amendment from the Borrowers, without further action by the Administrative Agent and Lenders comprising Agent, any Lender or any Issuing Bank), but in any event within ten (10) Business Days after the Majority Lenders. Upon Borrower Representative has received written notice of (in the effectiveness case of any such ESG Amendmentclause (i)(A) above), based on or has agreed in writing that there was (in the Borrowers’ performance against the KPI Metrics and SPTscase of clause (i)(B) above), certain adjustments (increasea Sustainability Pricing Inaccuracy, decrease or no adjustment) (such adjustments, the “ESG Pricing Adjustments”) an amount equal to the otherwise applicable Applicable Margin and Unused Line Fee may be made; provided, that excess of (i1) the amount of interest and fees that should have been paid for such ESG period over (2) the amount of interest and fees actually paid for such period. It is understood and agreed that any Sustainability Pricing Adjustments Inaccuracy shall not exceed an increase and/or decrease constitute a Default or Event of (xDefault; provided, that, the Borrower Representative complies with the terms of this Section 9.23 and Section 5.02(e) with respect to such Sustainability Pricing Inaccuracy. Notwithstanding anything to the Applicable Margincontrary herein, 0.05% per annum and (y) unless such amounts shall be due upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Unused Line FeeBankruptcy Code (or any comparable event under non-U.S. Debtor Relief Laws), 0.01% per annum, (a) any additional amounts required to be paid pursuant to the immediately preceding paragraph shall not be due and payable until the earlier to occur of (i) written demand for such payment by the Administrative Agent in each case, accordance with such paragraph or (ii) ten (10) Business Days after the Borrower Representative has received written notice of (in the aggregate for all KPI Metrics case of clause (i)(A) above), or has agreed in writing that there was (in the provisions case of this provisoclause (i)(B) above), a Sustainability Pricing Inaccuracy (such date, the “Sustainability Adjustment LimitationsInaccuracy Payment Date”), (b) any nonpayment of such additional amounts prior to the Inaccuracy Payment Date shall not constitute a Default (whether retroactively or otherwise) and (iic) in no event none of such additional amounts shall the Applicable Margin or the Unused Line Fee be less than 0.00%. For the avoidance of doubt the ESG Pricing Adjustments shall not be cumulative year-over-year and shall apply on an annual basis only. The KPI Metrics, the Borrowers’ performance against the KPI Metrics, and any related ESG Pricing Adjustments resulting therefrom, will be determined based on certain Borrower certificates, reports and other documents, in each case, setting forth the KPI Metrics in a manner that is aligned with the Sustainability Linked Loan Principles (as last published in March 2022 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association, and as further amended, revised or updated from time to time), including with respect deemed overdue prior to the calculation, certification and measurement thereof. Following Inaccuracy Payment Date or shall accrue interest at the effectiveness of an ESG Amendment, any modification Default Rate prior to the ESG Pricing Provisions shall be subject only to the consent of the Borrowers, the Administrative Agent and the Majority Lenders so long as such modification does not have the effect of (1) increasing the Sustainability Adjustment Limitations set forth in the ESG Amendment or (2) reducing the Applicable Margin or the Unused Line Fee to less than 0.00%Inaccuracy Payment Date. (b) Each party to this Agreement hereby agrees that the credit facility described in this Agreement is not and shall not be a sustainability-linked loan unless and until the effectiveness of any ESG Amendment.