Common use of Sustainability Adjustments Clause in Contracts

Sustainability Adjustments. (a) After the Amendment No. 1 Effective Date, the Borrowers’ Agent, in consultation with the Agent and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (in such capacity, the “Sustainability Coordinator”), shall be entitled to establish specified Key Performance Indicators (“KPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Company and its Subsidiaries. The Sustainability Coordinator, the Agent, the Required Lenders and the Borrowers may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Upon effectiveness of any such ESG Amendment, based on the Company’s and its Subsidiaries’ performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) to the Unused Line Fee and Applicable Margins will be made; provided that the amount of such adjustments shall not exceed (i) a 0.05% increase and/or a 0.05% decrease in the Applicable Margins, in each case, determined based upon the applicable rating on the effective date of the ESG Amendment or (ii) a 0.01% increase and/or a 0.01% decrease in the per annum rate of the Unused Line Fee. The pricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the measurement of the KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles (as published in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) and is to be agreed between the Borrowers’ Agent and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of allowing for the reduction of the Unused Line Fee or Applicable Margins to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Required Lenders. The Sustainability Coordinator will (i) assist the Borrowers’ Agent in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrowers’ Agent in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

Sustainability Adjustments. (a) After the Amendment No. 1 Effective Closing Date, the Borrowers’ Agent, in consultation with the Agent and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (in such capacity, the “Sustainability Coordinator”)Structuring Agent, shall be entitled to establish (a) identify specified Key Performance Indicators (“KPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets related Key Performance Indicators (“KPIs”) and establish associated annual Sustainability Performance Targets (“SPTs”) with respect to the ESG strategy and disclosure of the Company Borrowers and its Subsidiariestheir Subsidiaries and/or (b) identify external ESG ratings (“ESG Ratings”) and establish associated annual SPTs. The Any such KPIs and/or ESG Ratings and associated SPTs are to be mutually agreed between the Borrowers and the Sustainability CoordinatorStructuring Agent. (b) Notwithstanding anything in Section 10.01 to the contrary, the Borrowers, the Sustainability Structuring Agent, and the Required Lenders and the Borrowers may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s KPIs and/or ESG Ratings, associated SPTs, and other related provisions (the “ESG Pricing Provisions”) into this Agreement. . (c) If any such ESG Amendment does not obtain the requisite consent of the Required Lenders, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrowers, the Sustainability Structuring Agent, and the Agent. (d) Upon the effectiveness of any such ESG Amendment, based on the Company’s and its SubsidiariesLoan Parties’ performance against the KPI’sKPIs and/or ESG Ratings and associated SPTs, certain adjustments (an increase, decrease a decrease, or no adjustment) to the Unused Line Applicable Commitment Fee Percentage and the Applicable Margins Margin will be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not exceed (i) a 0.05% in the case of the Applicable Commitment Fee Percentage, an increase and/or a 0.05% decrease of 1.00 basis point in the aggregate based off the Applicable Margins, Commitment Fee Percentages in each case, determined based upon the applicable rating on the effective date effect as of the ESG Amendment or Closing Date and (ii) a 0.01% in the case of the Applicable Margin, an increase and/or a 0.01% decrease of 4.00 basis points in the per annum rate aggregate based off the Applicable Margin pricings in effect as of the Unused Line Fee. Closing Date; provided, further, that in no event shall the Applicable Commitment Fee Percentage or the Applicable Margin be less than 0%. (e) The pricing adjustments pursuant to the KPI’s will require, among other things, annual reporting and validation of the measurement of the KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles (as published in May 2021 by effect at the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) time of the ESG Amendment and is to be mutually agreed between the Borrowers’ Agent , the Sustainability Structuring Agent, and the Sustainability Coordinator Agent (each acting reasonably). If KPIs are utilized, any proposed ESG Amendment shall also identify, and be reviewed by, a Sustainability Assurance Provider. (f) Following the effectiveness of the ESG Amendment, (A) any modification to the ESG Pricing Provisions which does not have has the effect of allowing for reducing the reduction of Applicable Commitment Fee Percentage and/or the Unused Line Fee or Applicable Margins Margin to a level not otherwise permitted by this paragraph 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 Required Lenders. The . (g) In connection with any proposed ESG Amendment, the Sustainability Coordinator will Structuring Agent may (i) assist the Borrowers’ Agent Borrowers in determining selecting the KPIs and/or ESG Ratings and setting the associated SPTs, (ii) determine the ESG Pricing Provisions in connection with the ESG Amendment Amendment, and (iiiii) assist the Borrowers’ Agent 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 Section 2.16; provided that the 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 liable for) the completeness or accuracy of any such information.

Sustainability Adjustments. (a) After the Amendment No. 1 Effective Date, the Borrowers’ AgentThe Parent, in consultation with the Agent and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (in such capacity, the “Sustainability Coordinator”)Administrative Agent, shall be entitled to establish specified Key Performance Indicators key performance indicators (“KPI’sKPIs”) with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of the Company Parent and its Subsidiaries. The Sustainability Coordinator, the Agent, the Required Lenders Administrative Agent and the Borrowers may amend this Agreement (such amendment, the “ESG Amendment”) with respect to one or more Class of Loans and/or Commitments solely for the purpose of incorporating the KPI’s KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m., New York City time, on the tenth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders of the applicable Class and the Borrowers unless, prior to such time, Lenders comprising the Majority Lenders of any applicable Class have delivered to the Administrative Agent (who shall promptly notify the Parent) written notice that such Majority Lenders object to such ESG Amendment. In the event that the Majority Lenders of any Class deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment applicable to such Class of Loans may be effectuated with the consent of the Majority Lenders of such Class, the Parent and the Administrative Agent. Upon the effectiveness of any such ESG Amendment, based on the CompanyParent’s and and/or its Subsidiaries’ performance against the KPI’sKPIs, certain adjustments (increase, decrease or no adjustment) to the Unused Line otherwise applicable Applicable Commitment Fee Rate and/or Applicable Margin for such Class of Loans and Applicable Margins Commitments will be made; provided that the amount of such adjustments shall not exceed (i) a in the case of the Applicable Commitment Fee Rate, an increase and/or decrease of 0.05% increase and/or a 0.05% decrease in the Applicable Margins, in each case, determined based upon the applicable rating on the effective date of the ESG Amendment or and (ii) a 0.01% in the case of the Applicable Margin, an increase and/or a 0.01% decrease of 0.05%, provided that in no event shall the per annum rate of the Unused Line FeeApplicable Margin be less than zero. The pricing adjustments pursuant to the KPI’s KPIs will require, among other things, reporting and validation of the measurement of the KPI’s KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) and is to be agreed between the Borrowers’ Agent Parent and the Sustainability Coordinator Administrative Agent (each acting reasonably). Following the effectiveness of the ESG Amendment, : (i) any modification to the ESG Pricing Provisions which does not have has the effect of allowing for (x) reducing the reduction of Applicable Margin and/or the Unused Line Applicable Commitment Fee or Applicable Margins Rate to a level not otherwise permitted by this paragraph Section 1.07 shall (in each case) be subject to the consent of all Lenders; and (ii) 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 Required Majority Lenders. The Sustainability Coordinator will (i) assist Notwithstanding anything to the Borrowers’ Agent contrary in determining the ESG Pricing Provisions in connection with the this Section 1.07, no ESG Amendment shall be effective as to any Existing Term B Loans, and (ii) assist no decrease to the Borrowers’ Agent Applicable Margin applicable to the Existing Term B Loans may be effected, in preparing informational materials focused on ESG to be used in connection with each case, without the ESG Amendmentconsent of each affected Existing Term B Lender.

Sustainability Adjustments. (a) After Prior to the Amendment No. 1 Effective twelve month anniversary of the Restatement Date, the Borrowers’ AgentBorrower, in consultation with the Administrative Agent and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (Sustainability Structuring Agents, may in such capacity, the “Sustainability Coordinator”), shall be entitled to its sole discretion establish specified Key Performance Indicators (“KPI’s”) KPIs with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets goals, or identify certain external ESG ratings, of the Company Borrower and its SubsidiariesSubsidiaries (such KPIs or ratings, “KPI Metrics”), which KPI Metrics shall be subject to thresholds or targets (in either case, such thresholds or targets, “SPTs”). The Sustainability Coordinator, the Agent, the Required Lenders Administrative Agent and the Borrowers Borrower (each acting reasonably and in consultation with the Sustainability Structuring Agents) may amend propose an amendment to this Agreement (such amendment, the an “ESG Amendment”) solely for the purpose of incorporating the KPI’s 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 Borrower no later than five (5) Business Days before the proposed effective date of such proposed ESG Amendment, (ii) the posting of such proposed ESG Amendment to all Lenders and the Borrower, and (iii) the receipt by the Administrative Agent of executed signature pages and consents to such ESG Amendment from the Borrower, the Administrative Agent and Lenders comprising the Required Lenders. Upon the effectiveness of any such ESG Amendment, based on the CompanyBorrower’s and its Subsidiaries’ performance against the KPI’sKPI Metrics and SPTs, certain adjustments (increase, decrease or no adjustment) to (x) the Unused Line Fee and otherwise applicable Applicable Margins will Margin may be mademade (such adjustments, the “ESG Applicable Margin Adjustments”); provided provided, that (i) the amount of such adjustments ESG Applicable Margin Adjustments shall not exceed an increase and/or decrease of 0.05% per annum in the aggregate for all KPI Metrics (the provisions of this proviso, the “Applicable Margin Sustainability Adjustment Limitations”) and (ii) in no event shall the Applicable Margin be less than 0% and (y) the otherwise applicable Commitment Fee may be made (such adjustments, the “ESG Commitment Fee Adjustments”, together with the ESG Applicable Margin Adjustments, the “ESG Adjustments”); provided, that (i) a 0.05% the amount of such ESG Commitment Fee Adjustments shall not exceed an increase and/or a 0.05decrease of 0.01% decrease per annum in the aggregate for all KPI Metrics (the provisions of this proviso, the “Commitment Fee Sustainability Adjustment Limitations”, together with the Applicable MarginsMargin Sustainability Adjustment Limitations, collectively, the “Sustainability Adjustment Limitations”) and (ii) in no event shall the Commitment Fee be less than 0%. For the avoidance of doubt the ESG Adjustments shall not be cumulative year-over-year and shall apply on an annual basis only. The KPI Metrics, the Borrower’s performance against the KPI Metrics, and any related ESG Adjustments resulting therefrom, will be determined based on certain Borrower certificates, reports and other documents, in each case, determined based upon setting forth the applicable rating on the effective date of the ESG Amendment or (ii) a 0.01% increase and/or a 0.01% decrease in the per annum rate of the Unused Line Fee. The pricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the measurement of the KPI’s KPI Metrics in a manner that is aligned with the Sustainability Linked Loan Principles (as last published in May 2021 March 2022 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) , and is as further amended, revised or updated from time to be agreed between time), including with respect to the Borrowers’ Agent calculation, certification and the Sustainability Coordinator (each acting reasonably)measurement thereof. Following the effectiveness of the an ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of allowing for the reduction of the Unused Line Fee or Applicable Margins to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Borrower, the Administrative Agent and the Required LendersLenders so long as such modification does not have the effect of increasing or decreasing the Sustainability Adjustment Limitations set forth in the ESG Amendment. Each party to this Agreement hereby agrees that the Facilities are not and shall not be a sustainability-linked loan unless and until the effectiveness of any ESG Amendment. (b) The Lead Sustainability Coordinator will Structuring Agent will, to the extent requested by the Borrower in its sole discretion, assist the Borrower in (i) assist the Borrowers’ Agent in determining selecting relevant key performance indicators (“KPIs”) and the ESG Pricing Provisions in connection with the ESG Amendment and Amendment, (ii) assist coordination and review of the Borrowers’ Agent in preparing informational ESG Amendment and/or marketing materials focused on ESG to be used in connection with the ESG Amendment, (iii) engaging with sustainability assurance or other certification providers or external reviewers (where relevant) with respect to the KPI Metrics, and (iv) facilitating the dialogue between the Borrower and the Lenders in regard to the KPIs and assist the Borrower in responding to sustainability-related questions. (c) This Section 2.25 shall supersede any provisions in Section 10.1 to the contrary.

Sustainability Adjustments. (a) After the Amendment No4.7.1. 1 Effective Date, the Borrowers’ The Borrower Agent, in consultation with the Agent and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (in such capacity, the “Sustainability Coordinator”), shall be entitled to establish specified Key Performance Indicators (“KPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Company Parent and its Subsidiaries. The Sustainability Coordinator, the Agent, the Required Lenders Coordinator and the Borrowers Obligors may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Agent shall have posted such proposed amendment to all Lenders and the Borrower Agent unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Agent (who shall promptly notify the Borrower Agent) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Obligors and the Sustainability Coordinator. Upon effectiveness of any such ESG Amendment, based on the CompanyParent’s and its Subsidiaries’ performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Applicable Margin for all Loans, U.S. Unused Line Fee Rate, Canadian Unused Line Fee Rate, and Applicable Margins U.K./Dutch Unused Line Fee Rate, and German Unused Line Fee Rate will be made; provided provided, that the amount of such adjustments shall not exceed (i) a 0.05% increase and/or a 0.05% decrease in the otherwise applicable Applicable MarginsMargin for Loans, in each case, determined based upon the applicable rating on the effective date of the ESG Amendment or (ii) a 0.01% increase and/or a 0.01% decrease in the per annum rate of the otherwise applicable U.S. Unused Line FeeFee Rate, Canadian Unused Line Fee Rate, and 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. The pricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the measurement of the KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles Principles, and shall identify a sustainability assurance provider (the “Sustainability Assurance Provider”), which shall be a qualified external reviewer, independent of the Obligors, with relevant expertise, such as published in May 2021 by the Loan Market Associationan auditor, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) environmental consultant and/or independent ratings agency of recognized national standing, and is to be agreed between the Borrowers’ Borrower Agent and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of allowing for reducing the reduction of the U.S. Unused Line Fee Rate, Canadian Unused Line Fee Rate, and U.K./Dutch Unused Line Fee Rate and German Unused Line Fee Rate payable pursuant to Section 3.2.1 or the Applicable Margins Margin for Loans to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Required Lenders. 4.7.2. The Sustainability Coordinator will (i) assist the Borrowers’ Borrower Agent in determining the ESG Pricing Provisions in connection with the ESG Amendment Amendment, and (ii) assist the Borrowers’ Borrower Agent in preparing informational materials focused on ESG to be used in connection with the ESG Amendment. 4.7.3. This Section shall supersede any provisions in Section 14.1 to the contrary.

Sustainability Adjustments. (a) After the Amendment No. 1 Effective Date, the Borrowers’ AgentBorrower, in consultation with the Agent and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (in such capacity, the “Sustainability Coordinator”)Structuring Agent, shall be entitled to establish (a) identify specified Key Performance Indicators (“KPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets related Key Performance Indicators (“KPIs”) and establish associated annual Sustainability Performance Targets (“SPTs”) with respect to the ESG strategy and disclosure of the Company Borrower and its SubsidiariesSubsidiaries and/or (b) identify external ESG ratings (“ESG Ratings”) and establish associated annual SPTs. The Any such KPIs and/or ESG Ratings and associated SPTs are to be mutually agreed between the Borrower and the Sustainability CoordinatorStructuring Agent. Notwithstanding anything in Section 11.1 to the contrary, the Borrower, the Sustainability Structuring Agent, and the Required Lenders and the Borrowers may from time to time amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s KPIs and/or ESG Ratings, 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. In the event that any such ESG Amendment does not obtain requisite consent of the Required Lenders, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrower, the Sustainability Structuring Agent, and the Administrative Agent. Upon the effectiveness of any such ESG Amendment, based on the CompanyBorrower’s and its Subsidiaries’ performance against the KPI’sKPIs and/or ESG Ratings and associated SPTs, certain adjustments (an increase, decrease a decrease, or no adjustment) to the Unused Line Applicable Commitment Fee Rate and the Applicable Margins Margin will be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not exceed (i) a 0.05% in the case of the Applicable Commitment Fee Rate, an aggregate increase and/or a 0.05% decrease in the Applicable Margins, in each case, determined based upon the applicable rating on the effective date of the ESG Amendment or 1.00 basis point and (ii) a 0.01% in the case of the Applicable Margin, an aggregate increase and/or a 0.01% decrease of 5.00 basis points; provided, further, that in no event shall the per annum rate of Applicable Commitment Fee Rate or the Unused Line FeeApplicable Margin be less than 0%; provided, further, that such adjustments shall not be cumulative year-over-year. The pricing adjustments pursuant to the KPI’s will require, among other things, (i) annual reporting and validation of the measurement of the KPI’s in a manner that is aligned with (A) the Sustainability Linked Loan Principles (as published in May 2021 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 is to be as mutually agreed between the Borrowers’ Agent Borrower, the Sustainability Structuring Agent, and the Sustainability Coordinator Administrative Agent (each acting reasonably)) and (ii) delivery of such other annual reports or certificates as shall be agreed among the Borrower and the Sustainability Structuring Agent. 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 Borrower and its Subsidiaries, with relevant expertise, such as an auditor, environmental consultant and/or independent ratings agency of recognized national standing. Following the effectiveness of the ESG Amendment, (A) any modification to the ESG Pricing Provisions which does not have has the effect of allowing for reducing the reduction of Applicable Commitment Fee Rate or the Unused Line Fee or Applicable Margins Margin to a level not otherwise permitted by this paragraph 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 Required Lenders. The . (b) In connection with any proposed ESG Amendment, the Sustainability Coordinator will Structuring Agent may (i) assist the Borrowers’ Agent Borrower in determining 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, (iiiv) assist the Borrowers’ 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 hereto agrees that neither the Administrative Agent nor the Sustainability Structuring Agent (i) makes any assurances with regard to environmental or social impact and 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 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 the Administrative Agent may rely conclusively on any such certificate, without further inquiry, when implementing any pricing adjustment).

Sustainability Adjustments. (a) After the Amendment No4.7.i. 1 Effective Date, the Borrowers’ The Borrower Agent, in consultation with the Agent and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (in such capacity, the “Sustainability Coordinator”), shall be entitled to establish specified Key Performance Indicators (“KPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Company Parent and its Subsidiaries. The Sustainability Coordinator, the Agent, the Required Lenders Coordinator and the Borrowers Obligors may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Agent shall have posted such proposed amendment to all Lenders and the Borrower Agent unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Agent (who shall promptly notify the Borrower Agent) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Obligors and the Sustainability Coordinator. Upon effectiveness of any such ESG Amendment, based on the CompanyParent’s and its Subsidiaries’ performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Applicable Margin for all Loans, U.S. Unused Line Fee Rate, Canadian Unused Line Fee Rate, U.K./Dutch Unused Line Fee Rate, and Applicable Margins German Unused Line Fee Rate will be made; provided provided, that the amount of such adjustments shall not exceed (i) a 0.05% increase and/or a 0.05% decrease in the otherwise applicable Applicable MarginsMargin for Loans, in each case, determined based upon the applicable rating on the effective date of the ESG Amendment or (ii) a 0.01% increase and/or a 0.01% decrease in the per annum rate of the otherwise applicable U.S. Unused Line FeeFee 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. The pricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the measurement of the KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles Principles, and shall identify a sustainability assurance provider (the “Sustainability Assurance Provider”), which shall be a qualified external reviewer, independent of the Obligors, with relevant expertise, such as published in May 2021 by the Loan Market Associationan auditor, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) environmental consultant and/or independent ratings agency of recognized national standing, and is to be agreed between the Borrowers’ Borrower Agent and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of allowing for reducing the reduction of 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 Margins Margin for Loans to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Required Lenders. 4.7.ii. The Sustainability Coordinator will (i) assist the Borrowers’ Borrower Agent in determining the ESG Pricing Provisions in connection with the ESG Amendment Amendment, and (ii) assist the Borrowers’ Borrower Agent in preparing informational materials focused on ESG to be used in connection with the ESG Amendment. 4.7.iii. This Section shall supersede any provisions in Section 14.1 to the contrary.

Sustainability Adjustments. (a) After the Amendment No. 1 Effective Date, the Borrowers’ AgentThe Parent, in consultation with the Agent and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (in such capacity, the “Sustainability Coordinator”)Administrative Agent, shall be entitled to establish specified Key Performance Indicators key performance indicators (“KPI’sKPIs”) with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of the Company Parent and its Subsidiaries. The Sustainability Coordinator, the Agent, the Required Lenders Administrative Agent and the Borrowers may amend this Agreement (such amendment, the “ESG Amendment”) with respect to one or more Class of Loans and/or Commitments solely for the purpose of incorporating the KPI’s KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m., New York City time, on the tenth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders of the applicable Class and the Borrowers unless, prior to such time, Lenders comprising the Majority Lenders of any applicable Class have delivered to the Administrative Agent (who shall promptly notify the Parent) written notice that such Majority Lenders object to such ESG Amendment. In the event that the Majority Lenders of any Class deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment applicable to such Class of Loans may be effectuated with the consent of the Majority Lenders of such Class, the Parent and the Administrative Agent. Upon the effectiveness of any such ESG Amendment, based on the CompanyParent’s and and/or its Subsidiaries’ performance against the KPI’sKPIs, certain adjustments (increase, decrease or no adjustment) to the Unused Line otherwise applicable Applicable Commitment Fee Rate and/or Applicable Margin for such Class of Loans and Applicable Margins Commitments will be made; made; provided that the amount of such adjustments shall not exceed (i) a in the case of the Applicable Commitment Fee Rate, an increase and/or decrease of 0.05% increase and/or a 0.05% decrease in the Applicable Margins, in each case, determined based upon the applicable rating on the effective date of the ESG Amendment or and (ii) a 0.01% in the case of the Applicable Margin, an increase and/or a 0.01% decrease of 0.05%, provided that in no event shall the per annum rate of the Unused Line FeeApplicable Margin be less than zero. The pricing adjustments pursuant to the KPI’s KPIs will require, among other things, reporting and validation of the measurement of the KPI’s KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) and is to be agreed between the Borrowers’ Agent Parent and the Sustainability Coordinator Administrative Agent (each acting reasonably). Following the effectiveness of the ESG Amendment, : (i) any modification to the ESG Pricing Provisions which does not have has the effect of allowing for (x) reducing the reduction of Applicable Margin and/or the Unused Line Applicable Commitment Fee or Applicable Margins Rate to a level not otherwise permitted by this paragraph Section 1.07 shall (in each case) be subject to the consent of all Lenders; and (ii) 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 Required Majority Lenders. The Sustainability Coordinator will (i) assist Notwithstanding anything to the Borrowers’ Agent contrary in determining the ESG Pricing Provisions in connection with the this Section 1.07, no ESG Amendment shall be effective as to any Existing Term B Loans, and (ii) assist no decrease to the Borrowers’ Agent Applicable Margin applicable to the Existing Term B Loans may be effected, in preparing informational materials focused on ESG to be used in connection with each case, without the ESG Amendmentconsent of each affected Existing Term B Lender.

Sustainability Adjustments. (a) After the Fourth Amendment No. 1 Effective Date, the Borrowers’ AgentAdministrative Borrower, at its option, and in consultation with the Agent Sustainability Coordinator and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (in such capacity, the “Sustainability Coordinator”)Agent, 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”) targets of the Company WS and its Restricted Subsidiaries. The Sustainability Coordinator, the Agent, the Required Lenders Sustainability Coordinator and the Borrowers Administrative Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement, with the written consent of the Required Lenders. Upon effectiveness of any such ESG Amendment, based on the Company’s WS’ and its Restricted Subsidiaries’ performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) to the Unused Line Fee otherwise applicable unused line fees pursuant to Section 3.2.1 and the Applicable Margins Margin will be made; provided that the amount of such adjustments shall not exceed 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 in the otherwise applicable Applicable MarginsMargin, in each case, determined based upon the applicable rating on the effective date of the ESG Amendment or 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 adjustments to the Applicable Margin for Term SOFR Loans, Alternative Currency Loans, Daily Simple ▇▇▇▇▇ Rate Loans (prior to the Term ▇▇▇▇▇ Activation Date) and Term ▇▇▇▇▇ Rate Loans (from and after the Term ▇▇▇▇▇ Activation Date) and (ii) a 0.01% increase and/or a 0.01% decrease in the per annum rate of the Unused Line Feeotherwise applicable unused line fees payable pursuant to Section 3.2.1. The pricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the measurement of the KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles (as published in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) and is to be agreed between the Borrowers’ Administrative Borrower, Agent and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of allowing for reducing the reduction of unused line fees payable pursuant to Section 3.2.1 or the Unused Line Fee or Applicable Margins Margin to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Required Lenders. The Sustainability Coordinator will (i) assist the Borrowers’ Agent in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrowers’ Agent in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

Sustainability Adjustments. (a) After the Amendment No. 1 Effective Closing Date, the Borrowers’ Agent, in consultation with the Agent and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (in such capacity, the “Sustainability Coordinator”), shall be entitled to establish specified Key Performance Indicators key performance indicators (“KPI’sKPIs”) with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of the Company Borrowers and its Subsidiaries. The Sustainability Coordinator, the Agent, Borrowers and the Required Lenders and the Borrowers may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective upon execution by the Borrowers, the Sustainability Coordinator and Lenders constituting the Required Lenders. Upon the effectiveness of any such ESG Amendment, based on the Company’s and its SubsidiariesBorrowers’ performance against the KPI’sKPIs, certain adjustments (increase, decrease or no adjustment) to the Unused Line otherwise applicable Commitment Fee, Applicable Percentage and LC Participation Fee and Applicable Margins will be made; provided that the amount of such adjustments shall not exceed result in a decrease of (i) a 0.05% increase and/or a 0.05% decrease in the case of the Commitment Fee, more than one (1) basis point from the otherwise applicable Commitment Fee and (ii) in the case of the Applicable MarginsPercentage and LC Participation Fee, more than five (5) basis points from the otherwise applicable Applicable Percentage or LC Participation Fee, as applicable. The KPIs, the Borrowers’ performance against the KPIs, and any related pricing adjustments resulting therefrom will be determined based on certain certificates, reports and other documents, in each case, determined based upon setting forth the applicable rating on the effective date of the ESG Amendment or (ii) a 0.01% increase and/or a 0.01% decrease in the per annum rate of the Unused Line Fee. The pricing adjustments pursuant to the KPI’s will require, among other things, reporting calculation and validation of the measurement of the KPI’s KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) and is to be agreed between the Borrowers’ Agent Borrowers and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of the ESG Amendment, : (i) any modification to the ESG Pricing Provisions which shall be subject only to the consent of the Required Lenders so long as such modification does not #95460429v5 have the effect of allowing for reducing the reduction of the Unused Line Commitment Fee, Applicable Percentage or LC Participation Fee or Applicable Margins to a level not otherwise permitted by this paragraph Section 2.24(a); and (ii) any other modification to the ESG Pricing Provisions (other than as provided for in Section 2.24(a)(i) above) shall be subject only to the consent of the Required Lenders. . (b) The Sustainability Coordinator will (i) assist the Borrowers’ Agent Borrowers in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrowers’ Agent Borrowers in preparing informational materials focused on ESG to be used in connection with the ESG Amendment. (c) This Section shall supersede any provisions in Section 9.07 to the contrary.

Sustainability Adjustments. (a) After the Amendment No. 1 Effective Date, the Borrowers’ The Borrower Agent, in consultation with the Agent and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (in such capacity, the “Sustainability Coordinator”), shall be entitled to establish specified Key Performance Indicators (“KPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Company Parent and its Subsidiaries. The Sustainability Coordinator, the Agent, the Required Lenders Coordinator and the Borrowers Obligors may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Agent shall have posted such proposed amendment to all Lenders and the Borrower Agent unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Agent (who shall promptly notify the Borrower Agent) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Obligors and the Sustainability Coordinator. Upon effectiveness of any such ESG Amendment, based on the CompanyParent’s and its Subsidiaries’ performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Applicable Margin for all Loans, U.S. Unused Line Fee Rate, Canadian Unused Line Fee Rate, U.K./Dutch Unused Line Fee Rate, and Applicable Margins German Unused Line Fee Rate will be made; provided provided, that the amount of such adjustments shall not exceed (i) a 0.05% increase and/or a 0.05% decrease in the otherwise applicable Applicable MarginsMargin for Loans, in each case, determined based upon the applicable rating on the effective date of the ESG Amendment or (ii) a 0.01% increase and/or a 0.01% decrease in the per annum rate of the otherwise applicable U.S. Unused Line FeeFee 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. The pricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the measurement of the KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles Principles, and shall identify a sustainability assurance provider (the “Sustainability Assurance Provider”), which shall be a qualified external reviewer, independent of the Obligors, with relevant expertise, such as published in May 2021 by the Loan Market Associationan auditor, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) environmental consultant and/or independent ratings agency of recognized national standing, and is to be agreed between the Borrowers’ Borrower Agent and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of allowing for reducing the reduction of 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 Margins Margin for Loans to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Required Lenders. The Sustainability Coordinator will (i) assist the Borrowers’ Borrower Agent in determining the ESG Pricing Provisions in connection with the ESG Amendment Amendment, and (ii) assist the Borrowers’ 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( A ) After Following the Amendment No. 1 Effective Date, date on which the Borrowers’ Agent, Company provides a Pricing Certificate in consultation with the Agent and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (in such capacity, the “Sustainability Coordinator”), shall be entitled to establish specified Key Performance Indicators (“KPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Company and its Subsidiaries. The Sustainability Coordinatormost recently ended fiscal year, the Agent, the Required Lenders and the Borrowers may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Upon effectiveness of any such ESG Amendment, based on the Company’s and its Subsidiaries’ performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) to the Unused Line Fee and Applicable Margins will be made; provided that the amount of such adjustments shall not exceed (i) a 0.05% increase and/or a 0.05% decrease in the Applicable MarginsMargin and the Letter of Credit Fee Rate shall be increased or decreased (or neither increased nor decreased), in each caseas applicable, determined based upon the applicable rating on the effective date of the ESG Amendment or (ii) a 0.01% increase and/or a 0.01% decrease in the per annum rate of the Unused Line Fee. The pricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the measurement of the KPI’s Sustainability Margin Adjustment as set forth in a manner that is aligned with the Sustainability Linked Loan Principles (as published in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) and is to be agreed between the Borrowers’ Agent and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of the ESG Amendment, any modification to the ESG such Pricing Provisions which does not have the effect of allowing for the reduction of the Unused Line Fee or Applicable Margins to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Required Lenders. The Sustainability Coordinator will (i) assist the Borrowers’ Agent in determining the ESG Pricing Provisions in connection with the ESG Amendment Certificate and (ii) assist the Borrowers’ applicable Facility Fee Rate set forth in the Pricing Schedule shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Fee Adjustment as set forth in such Pricing Certificate. For purposes of the foregoing, (A) the Sustainability Margin Adjustment and the Sustainability Fee Adjustment shall be determined as of the fifth Business Day following receipt by the Administrative Agent of a Pricing Certificate delivered pursuant to Section 6.02(d) based upon the KPI Metrics set forth in preparing informational materials focused such Pricing Certificate and the calculations of the Sustainability Margin Adjustment and the Sustainability Fee Adjustment, as applicable, therein (such day, the “ ”) and (B) each change in the Applicable Margin, the Facility Fee Rate and the Letter of Credit Fee Rate resulting from a Pricing Certificate shall be effective during the period commencing on ESG and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment Date (or, in the case of non- delivery of a Pricing Certificate, the last day such Pricing Certificate could have been delivered pursuant to be used in connection with the ESG Amendmentterms of Section 6.02(d)). ............................................................................................................... ARTICLE 3 T AXES , Y IELD P ROTECTION AND I LLEGALITY SECTION 3.01 . .

Sustainability Adjustments. (a) After On or prior to the first anniversary of the Amendment No. 1 4 Effective Date, the Borrowers’ AgentBorrower, in consultation with the Agent and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (in such capacity, the “Sustainability Coordinator”), shall be entitled to establish specified key performance indicators ("Key Performance Indicators (“KPI’s”Indicators") with respect to certain Environmental, Social and Governance (“ESG”) environmental targets of the Company Borrower and its Subsidiaries. The Sustainability Coordinator, the Administrative Agent, the Required Lenders Majority Lenders, and the Borrowers Borrower may amend this Agreement (such amendment, the “ESG "Sustainability Amendment”") solely for the purpose of incorporating the KPI’s Key Performance Indicators and other related provisions (the “ESG "Sustainability Pricing Provisions”") into this Agreement. Upon effectiveness of any such ESG Sustainability Amendment, based on the Company’s and its Subsidiaries’ Borrower's performance against the KPI’sKey Performance Indicators, certain adjustments (increase, decrease or no adjustment) to the Unused Line Fee Fee, the Applicable Margin for the Letters of Credit, Term SOFR Advances and Applicable Margins Base Rate Advances will be made; provided that provided, that, the amount of any such adjustments made pursuant to a Sustainability Amendment shall not exceed result in a decrease or increase of more than (ia) a 0.05% increase one (1) basis point per annum for the Unused Line Fee and/or a 0.05% decrease (b) five (5) basis points per annum in the Applicable MarginsMargin; provided, that, in each case, determined based upon no event shall the applicable rating on the effective date of the ESG Amendment Applicable Margin or (ii) a 0.01% increase and/or a 0.01% decrease in the per annum rate of the Unused Line FeeFee for any purposes be less than zero. The pricing adjustments pursuant to the KPI’s Key Performance Indicators will require, among other things, reporting and validation of the measurement of the KPI’s Key Performance Indicators in a manner that is aligned with the Sustainability Linked Loan Principles (as last published in May 2021 March 2025 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) , and is as further amended, revised or updated from time to be agreed between the Borrowers’ Agent and the Sustainability Coordinator (each acting reasonablytime). Following the effectiveness of the ESG Sustainability Amendment, any modification to the ESG Sustainability Pricing Provisions which does not have the effect of allowing for the reduction of reducing the Unused Line Fee or Fee, the Applicable Margins Margin for the Letters of Credit, Base Rate Advances and Term SOFR Advances to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Required Majority Lenders. The Sustainability Coordinator will . (ib) assist This Section shall supersede any provisions in Section 10.12 to the Borrowers’ Agent in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrowers’ Agent in preparing informational materials focused on ESG to be used in connection with the ESG Amendmentcontrary.

Sustainability Adjustments. (a) After the Amendment No. 1 Effective Date, the Borrowers’ AgentThe Parent, in consultation with the Agent and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (in such capacity, the “Sustainability Coordinator”)Administrative Agent, shall be entitled to establish specified Key Performance Indicators key performance indicators (“KPI’sKPIs”) with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of the Company Parent and its Subsidiaries. The Sustainability Coordinator, the Agent, the Required Lenders Administrative Agent and the Borrowers may amend this Agreement (such amendment, the “ESG Amendment”) with respect to one or more Class of Loans and/or Commitments solely for the purpose of incorporating the KPI’s KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m., New York City time, on the tenth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders of the applicable Class and the Borrowers unless, prior to such time, Lenders comprising the Majority Lenders of any applicable Class have delivered to the Administrative Agent (who shall promptly notify the Parent) written notice that such Majority Lenders object to such ESG Amendment. In the event that the Majority Lenders of any Class deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment applicable to such Class of Loans may be effectuated with the consent of the Majority Lenders of such Class, the Parent and the Administrative Agent. Upon the effectiveness of any such ESG Amendment, based on the CompanyParent’s and and/or its Subsidiaries’ performance against the KPI’sKPIs, certain adjustments (increase, decrease or no adjustment) to the Unused Line otherwise applicable Applicable Commitment Fee Rate and/or Applicable Margin for such Class of Loans and Applicable Margins Commitments will be made; provided that the amount of such adjustments shall not exceed (i) a in the case of the Applicable Commitment Fee Rate, an increase and/or decrease of 0.05% increase and/or a 0.05% decrease in the Applicable Margins, in each case, determined based upon the applicable rating on the effective date of the ESG Amendment or and (ii) a 0.01% in the case of the Applicable Margin, an increase and/or a 0.01% decrease of 0.05%, provided that in no event shall the per annum rate of the Unused Line FeeApplicable Margin be less than zero. The pricing adjustments pursuant to the KPI’s KPIs will require, among other things, reporting and validation of the measurement of the KPI’s KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) and is to be agreed between the Borrowers’ Agent Parent and the Sustainability Coordinator Administrative Agent (each acting reasonably). Following the effectiveness of the ESG Amendment, : (A) any modification to the ESG Pricing Provisions which does not have has the effect of allowing for (x) reducing the reduction of Applicable Margin and/or the Unused Line Applicable Commitment Fee or Applicable Margins Rate to a level not otherwise permitted by this paragraph 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 Required Majority Lenders. The Sustainability Coordinator will (i) assist Notwithstanding anything to the Borrowers’ Agent contrary in determining the ESG Pricing Provisions in connection with the this Section 1.07, no ESG Amendment shall be effective as to any Existing Term B Loans, and (ii) assist no decrease to the Borrowers’ Agent Applicable Margin applicable to the Existing Term B Loans may be effected, in preparing informational materials focused on ESG to be used in connection with each case, without the ESG Amendmentconsent of each affected Existing Term B Lender.

Sustainability Adjustments. (a) After the Amendment No. 1 Effective Closing Date, the Borrowers’ AgentBorrower, in consultation with the Agent and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (in such capacity, the “Sustainability Coordinator”), shall be entitled to establish specified Key Performance Indicators (“KPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Company Holdings and its Subsidiaries. The Sustainability Coordinator, the Agent, the Required Lenders Coordinator and the Borrowers Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrower and the Sustainability Coordinator. Upon effectiveness of any such ESG Amendment, based on the Company’s and its SubsidiariesHoldings’ performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) to the Unused Line Fee and otherwise applicable Applicable Margins Rate will be made; provided that the amount of such adjustments shall not exceed (i) a 0.05% increase and/or a 0.05% decrease in the otherwise applicable Applicable Margins, in each case, Rate for Term SOFR Loans determined based upon the applicable rating Applicable Rate on the effective date of the ESG Amendment Amendment, and the adjustments to the Applicable Rate for Base Rate Loans shall be the same amount, in basis points, as the adjustments to the Applicable Rate for Term SOFR Loans or (ii) a 0.01% increase and/or a 0.01% decrease in the per annum rate of the Unused Line Feeotherwise applicable unused commitment fee payable pursuant to Section 2.09(a). The pricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the measurement of the KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles (as published in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) and is to be agreed between the Borrowers’ Agent Borrower and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of allowing reducing the Commitment Fee payable pursuant to Section 2.09(a), Applicable Rate for the reduction of the Unused Line Fee Base Rate Loans or Applicable Margins Rate for Term SOFR Loans to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Required Lenders. . (b) The Sustainability Coordinator will (i) assist the Borrowers’ Agent Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrowers’ Agent Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment. (c) This Section shall supersede any provisions in Section 10.01 to the contrary.

Sustainability Adjustments. If (ai)(A) After any Lender becomes aware of any material inaccuracy in the Amendment No. 1 Effective DateCarbonCount® level as reported in the Company’s annual financial information delivered pursuant to Section 5.01(a) (any such material inaccuracy, a “Sustainability Pricing Inaccuracy”) and such Lender delivers, not later than ten (10) Business Days after obtaining knowledge thereof, a written notice to the 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 a 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 CarbonCount® level would have resulted in an increase in the Applicable Margin or Commitment Fee Rate for any period, the Borrowers’ Borrowers shall be obligated to pay to the Administrative Agent for the account of the applicable Lenders and Issuing Banks promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code (or any comparable event under non-U.S. Debtor Relief Laws), automatically and without further action by the Administrative Agent, any Lender or any Issuing Bank), but in consultation any event within ten (10) Business Days after the Borrower Representative has received written notice of (in the case of clause (i)(A) above), or has agreed in writing that there was (in the case of clause (i)(B) above), a Sustainability Pricing Inaccuracy, an amount equal to the excess of (1) the amount of interest and fees that should have been paid for such period over (2) the amount of interest and fees actually paid for such period. It is understood and agreed that any Sustainability Pricing Inaccuracy shall not constitute a Default or Event of Default; provided, that, the Borrower Representative complies with the Agent terms of this Section 9.23 and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (in such capacity, the “Sustainability Coordinator”), shall be entitled to establish specified Key Performance Indicators (“KPI’s”Section 5.02(e) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Company and its Subsidiariessuch Sustainability Pricing Inaccuracy. The Sustainability Coordinator, the Agent, the Required Lenders and the Borrowers may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Upon effectiveness of any such ESG Amendment, based on the Company’s and its Subsidiaries’ performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) Notwithstanding anything to the Unused Line Fee and Applicable Margins will contrary herein, unless such amounts shall be made; provided that due upon the amount occurrence of such adjustments 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), (a) any additional amounts required to be paid pursuant to the immediately preceding paragraph shall not exceed be due and payable until the earlier to occur of (i) a 0.05% increase and/or a 0.05% decrease written demand for such payment by the Administrative Agent in the Applicable Margins, in each case, determined based upon the applicable rating on the effective date of the ESG Amendment accordance with such paragraph or (ii) a 0.01% increase and/or a 0.01% decrease ten (10) Business Days after the Borrower Representative has received written notice of (in the per annum rate case of clause (i)(A) above), or has agreed in writing that there was (in the Unused Line Fee. The pricing adjustments pursuant case of clause (i)(B) above), a Sustainability Pricing Inaccuracy (such date, the “Inaccuracy Payment Date”), (b) any nonpayment of such additional amounts prior to the KPI’s will require, among other things, reporting and validation of the measurement of the KPI’s in Inaccuracy Payment Date shall not constitute a manner that is aligned with the Sustainability Linked Loan Principles Default (as published in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Associationwhether retroactively or otherwise) and is to (c) none of such additional amounts shall be agreed between the Borrowers’ Agent and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of the ESG Amendment, any modification deemed overdue prior to the ESG Pricing Provisions which does not have Inaccuracy Payment Date or shall accrue interest at the effect of allowing for the reduction of the Unused Line Fee or Applicable Margins to a level not otherwise permitted by this paragraph shall be subject only Default Rate prior to the consent of the Required Lenders. The Sustainability Coordinator will (i) assist the Borrowers’ Agent in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrowers’ Agent in preparing informational materials focused on ESG to be used in connection with the ESG AmendmentInaccuracy Payment Date.

Sustainability Adjustments. (a) After the Amendment No. 1 Effective Date, the Borrowers’ AgentThe Parent, in consultation with the Agent and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (in such capacity, the “Sustainability Coordinator”)Administrative Agent, shall be entitled to establish specified Key Performance Indicators key performance indicators (“KPI’sKPIs”) with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of the Company Parent and its Subsidiaries. The Sustainability Coordinator, the Agent, the Required Lenders Administrative Agent and the Borrowers may amend this Agreement (such amendment, the “ESG Amendment”) with respect to one or more Class of Loans and/or Commitments solely for the purpose of incorporating the KPI’s KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m., New York City time, on the tenth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders of the applicable Class and the Borrowers unless, prior to such time, Lenders comprising the Majority Lenders of any applicable Class have delivered to the Administrative Agent (who shall promptly notify the Parent) written notice that such Majority Lenders object to such ESG Amendment. In the event that the Majority Lenders of any Class deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment applicable to such Class of Loans may be effectuated with the consent of the Majority Lenders of such Class, the Parent and the Administrative Agent. Upon the effectiveness of any such ESG Amendment, based on the CompanyParent’s and and/or its Subsidiaries’ performance against the KPI’sKPIs, certain adjustments (increase, decrease or no adjustment) to the Unused Line otherwise applicable Applicable Commitment Fee Rate and/or Applicable Margin for such Class of Loans and Applicable Margins Commitments will be made; provided that the amount of such adjustments shall not exceed (i) a in the case of the Applicable Commitment Fee Rate, an increase and/or decrease of 0.05% increase and/or a 0.05% decrease in the Applicable Margins, in each case, determined based upon the applicable rating on the effective date of the ESG Amendment or and (ii) a 0.01% in the case of the Applicable Margin, an increase and/or a 0.01% decrease of 0.05%, provided that in no event shall the per annum rate of the Unused Line FeeApplicable Margin be less than zero. The pricing adjustments pursuant to the KPI’s KPIs will require, among other things, reporting and validation of the measurement of the KPI’s KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) and is to be agreed between the Borrowers’ Agent Parent and the Sustainability Coordinator Administrative Agent (each acting reasonably). Following the effectiveness of the ESG Amendment, : (i) any modification to the ESG Pricing Provisions which does not have has the effect of allowing for (x) reducing the reduction of Applicable Margin and/or the Unused Line Applicable Commitment Fee or Applicable Margins Rate to a level not otherwise permitted by this paragraph Section 1.07 shall (in each case) be subject to the consent of all Lenders; and (ii) 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 Required Majority Lenders. The Sustainability Coordinator will (i) assist the Borrowers’ Agent in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrowers’ Agent in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

Sustainability Adjustments. If (ai)(A) After any Lender becomes aware of any material inaccuracy in the Amendment No. 1 Effective DateCarbonCount® level as reported in the Company’s Pricing Certificate delivered pursuant to Section 5.01(c) (any such material inaccuracy, a “Sustainability Pricing Inaccuracy”) and such Lender delivers, not later than ten (10) Business Days after obtaining knowledge thereof, a written notice to the 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 a 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 CarbonCount® level would have resulted in an increase in the Applicable Margin or Commitment Fee Rate for any period, the Borrowers’ Borrowers shall be obligated to pay to the Administrative Agent for the account of the applicable Lenders and Issuing Banks promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code (or any comparable event under non-U.S. Debtor Relief Laws), automatically and without further action by the Administrative Agent, any Lender or any Issuing Bank), but in consultation any event within ten (10) Business Days after the Borrower Representative has received written notice of (in the case of clause (i)(A) above), or has agreed in writing that there was (in the case of clause (i)(B) above), a Sustainability Pricing Inaccuracy, an amount equal to the excess of (1) the amount of interest and fees that should have been paid for such period over (2) the amount of interest and fees actually paid for such period. It is understood and agreed that any Sustainability Pricing Inaccuracy shall not constitute a Default or Event of Default; provided, that, the Borrower Representative complies with the Agent terms of this Section 9.23 and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (in such capacity, the “Sustainability Coordinator”), shall be entitled to establish specified Key Performance Indicators (“KPI’s”Section 5.02(e) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Company and its Subsidiariessuch Sustainability Pricing Inaccuracy. The Sustainability Coordinator, the Agent, the Required Lenders and the Borrowers may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Upon effectiveness of any such ESG Amendment, based on the Company’s and its Subsidiaries’ performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) Notwithstanding anything to the Unused Line Fee and Applicable Margins will contrary herein, unless such amounts shall be made; provided that due upon the amount occurrence of such adjustments 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), (a) any additional amounts required to be paid pursuant to the immediately preceding paragraph shall not exceed be due and payable until the earlier to occur of (i) a 0.05% increase and/or a 0.05% decrease written demand for such payment by the Administrative Agent in the Applicable Margins, in each case, determined based upon the applicable rating on the effective date of the ESG Amendment accordance with such paragraph or (ii) a 0.01% increase and/or a 0.01% decrease ten (10) Business Days after the Borrower Representative has received written notice of (in the per annum rate case of clause (i)(A) above), or has agreed in writing that there was (in the Unused Line Fee. The pricing adjustments pursuant case of clause (i)(B) above), a Sustainability Pricing Inaccuracy (such date, the “Inaccuracy Payment Date”), (b) any nonpayment of such additional amounts prior to the KPI’s will require, among other things, reporting and validation of the measurement of the KPI’s in Inaccuracy Payment Date shall not constitute a manner that is aligned with the Sustainability Linked Loan Principles Default (as published in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Associationwhether retroactively or otherwise) and is to (c) none of such additional amounts shall be agreed between the Borrowers’ Agent and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of the ESG Amendment, any modification deemed overdue prior to the ESG Pricing Provisions which does not have Inaccuracy Payment Date or shall accrue interest at the effect of allowing for the reduction of the Unused Line Fee or Applicable Margins to a level not otherwise permitted by this paragraph shall be subject only Default Rate prior to the consent of the Required Lenders. The Sustainability Coordinator will (i) assist the Borrowers’ Agent in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrowers’ Agent in preparing informational materials focused on ESG to be used in connection with the ESG AmendmentInaccuracy Payment Date.

Sustainability Adjustments. (a) After the Amendment No. 1 Effective Date, the The Borrowers’ Agent, in consultation with the Agent and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (in such capacity, the “Sustainability Coordinator”), shall be entitled to establish specified Key Performance Indicators (“KPI’s”) with respect to certain Environmental, Social and Governance environmental and/or safety-related (“ESGSustainability”) targets of the Company and its Subsidiaries. The Sustainability Coordinator, the Agent, the Required Lenders and the Borrowers may amend this Agreement (such amendment, the “ESG Sustainability Amendment”) solely for the purpose of incorporating the KPI’s and other related provisions (the “ESG Sustainability Pricing Provisions”) into this Agreement. Upon effectiveness of any such ESG Sustainability Amendment, based on the Company’s and its Subsidiaries’ performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) to the Unused Line Fee and Applicable Margins will be made; provided that the amount of such adjustments shall not exceed (i) a 0.05% increase and/or a 0.05% decrease in the Applicable Margins, in each case, determined based upon the applicable rating on the effective date of the ESG Sustainability Amendment or (ii) a 0.01% increase and/or a 0.01% decrease in the per annum rate of the Unused Line Fee. The pricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the measurement of the KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles (as published in May 2021 2025 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) and is to be agreed between the Borrowers’ Agent and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of the ESG Sustainability Amendment, any modification to the ESG Sustainability Pricing Provisions which does not have the effect of allowing for the reduction of the Unused Line Fee or Applicable Margins to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Required Lenders. The Sustainability Coordinator will (i) assist the Borrowers’ Agent in determining the ESG Sustainability Pricing Provisions in connection with the ESG Sustainability Amendment and (ii) assist the Borrowers’ Agent in preparing informational materials focused on ESG Sustainability to be used in connection with the ESG Sustainability Amendment. (b) The Sustainability Coordinator will (i) assist the Company in determining the Sustainability Pricing Provisions in connection with the Sustainability Amendment and (ii) assist the Company in preparing informational materials focused on Sustainability to be used in connection with the Sustainability Amendment (c) This Section 2.10 shall supersede any provisions in Section 12.1 to the contrary

Sustainability Adjustments. (a) “After the Second Amendment No. 1 Effective Date, the Borrowers’ AgentBorrower, in consultation with the Administrative Agent and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (in such capacity, the “Sustainability Coordinator”), shall be entitled to establish specified Key Performance Indicators (“KPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Company Holdings and its Subsidiaries. The Sustainability Coordinator, the Agent, the Required Requisite Lenders and the Borrowers Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Upon effectiveness of any such ESG Amendment, based on the Company’s Holdings’ and its Subsidiaries’ performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Applicable Unused Line Commitment Fee Rate, Applicable Margin for Base Rate Loans, and Applicable Margins Margin for Eurodollar Rate Loans will be made; provided that the amount of such adjustments shall not exceed (i) a 0.05% increase and/or a 0.05% decrease in the otherwise applicable Applicable MarginsMargin for Eurodollar Rate Loans, in each case, determined based upon the applicable rating on the effective date of the ESG Amendment Amendment, and the adjustments to the Applicable Margin for Base Rate Loans shall be the same amount, in basis points, as the adjustments to the Applicable Margin for Eurodollar Rate Loans or (ii) a 0.01% increase and/or a 0.01% decrease in the per annum rate of the otherwise Applicable Unused Line FeeCommitment Fee Rate. The pricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the measurement of the KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles (as published in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) and is to be agreed between the Borrowers’ Agent Borrower and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of allowing reducing the Applicable Unused Commitment Fee Rate, Applicable Margin for the reduction of the Unused Line Fee Base Rate Loans or Applicable Margins Margin for Eurodollar Rate Loans to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Required Requisite Lenders. The Sustainability Coordinator will (i) assist the Borrowers’ Agent Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrowers’ Agent Borrowers in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.DB1/ 125951804.6

Sustainability Adjustments. (a) After the Fourth Amendment No. 1 Effective Date, the Borrowers’ Agent, in consultation with the Agent and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (in such capacity, the “Sustainability Coordinator”), shall be entitled to establish specified Key Performance Indicators (“KPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Company and its Subsidiaries. The Sustainability Coordinator, the Agent, the Required Lenders Coordinator and the Borrowers may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement, with the written consent of each Lender and each Issuing Bank directly and adversely affected thereby. Upon effectiveness of any such ESG Amendment, based on the Company’s and its Subsidiaries’ performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Unused Line Fee Rate, Applicable Margin for U.S. Base Rate Loans, Canadian Base Rate Loans and Canadian Prime Rate Loans, and Applicable Margins Margin for LIBO Rate Loans and CDOR Rate Loans will be made; provided that the amount of such adjustments shall not exceed (i) a 0.05% increase and/or a 0.05% decrease in the otherwise applicable Applicable MarginsMargin for LIBO Rate Loans and CDOR Rate Loans, in each case, determined based upon the applicable rating on the effective date of the ESG Amendment Amendment, and the adjustments to the Applicable Margin for U.S. Base Rate Loans, Canadian Base Rate Loans and Canadian Prime Rate Loans shall be the same amount, in basis points, as the adjustments to the Applicable Margin for LIBO Rate Loans and CDOR Rate Loans or (ii) a 0.01% increase and/or a 0.01% decrease in the per annum rate of the Unused Line Feeotherwise applicable unused commitment fee payable pursuant to Section 2.05(a). The pricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the measurement of the KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles (as published in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) and is to be agreed between the Borrowers’ Agent Borrowers and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of allowing reducing the unused commitment fee payable pursuant to Section 2.05(a), the Applicable Margin for the reduction of the Unused Line Fee U.S. Base Rate Loans, Canadian Base Rate Loans and Canadian Prime Rate Loans or Applicable Margins Margin for LIBO Rate Loans and CDOR Rate Loans to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Required Lenders. . (b) The Sustainability Coordinator will (i) assist the Borrowers’ Agent Borrowers in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrowers’ Agent Borrowers in preparing informational materials focused on ESG to be used in connection with the ESG Amendment. (c) This Section shall supersede any provisions in Section 13.12 to the contrary.

Sustainability Adjustments. (a) After the Amendment No. 1 Effective Second Restatement Date, the Borrowers’ AgentBorrower, in consultation with the Administrative Agent and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (in such capacity, the “Sustainability Coordinator”), shall be entitled to establish specified Key Performance Indicators (“KPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Company Holdings and its Subsidiaries. The Sustainability Coordinator, the Agent, the Required Requisite Revolving Credit Lenders and the Borrowers Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Upon effectiveness of any such ESG Amendment, based on the Company’s Holdings’ and its Subsidiaries’ performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Applicable Unused Line Commitment Fee Rate, Applicable Margin for Base Rate Loans consisting of Revolving Loans, and Applicable Margins Margin for Term SOFR Loans consisting of Revolving Loans will be made; provided that the amount of such adjustments shall not exceed (i) a 0.05% increase and/or a 0.05% decrease in the otherwise applicable Applicable MarginsMargin for Term SOFR Loans consisting of Revolving Loans, in each case, determined based upon the applicable rating on the effective date of the ESG Amendment 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 adjustments to the Applicable Margin for Term SOFR Loans consisting of Revolving Loans or (ii) a 0.01% increase and/or a 0.01% decrease in the per annum rate of the otherwise Applicable Unused Line FeeCommitment Fee Rate. The pricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the measurement of the KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles (as published in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) and is to be agreed between the Borrowers’ Agent Borrower and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of allowing reducing the Applicable Unused Commitment Fee Rate, Applicable Margin for the reduction Base Rate Loans consisting of the Unused Line Fee Revolving Loans or Applicable Margins Margin for Term SOFR Loans consisting of Revolving Loans to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Required Requisite Revolving Credit Lenders. The Sustainability Coordinator will (i) assist the Borrowers’ Agent Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrowers’ Agent Borrowers in preparing informational materials focused on ESG to be used in connection with the ESG Amendment. The provisions of this Section shall supersede any provisions in Section 12.1 to the contrary.

Sustainability Adjustments. (a) After the Fourth Amendment No. 1 Effective Date, the Borrowers’ AgentAdministrative Borrower, at its option, and in consultation with the Agent Sustainability Coordinator and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (in such capacity, the “Sustainability Coordinator”)Agent, 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”) targets of the Company WS and its Restricted Subsidiaries. The Sustainability Coordinator, the Agent, the Required Lenders Sustainability Coordinator and the Borrowers Administrative Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement, with the written consent of the Required Lenders. Upon effectiveness of any such ESG Amendment, based on the Company’s WS’ and its Restricted Subsidiaries’ performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) to the Unused Line Fee otherwise applicable unused line fees pursuant to Section 3.2.1 and the Applicable Margins Margin will be made; provided that the amount of such adjustments shall not exceed 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 in the otherwise applicable Applicable MarginsMargin, in each case, determined based upon the applicable rating on the effective date of the ESG Amendment or 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 adjustments to the Applicable Margin for Term SOFR Loans, Alternative Currency Loans, Daily Simple ▇▇▇▇▇ Rate Loans (prior to the Term ▇▇▇▇▇ Activation Date) and Term ▇▇▇▇▇ Rate Loans (from and after the Term ▇▇▇▇▇ Activation Date) and (ii) a 0.01% increase and/or a 0.01% decrease in the per annum rate of the Unused Line Feeotherwise applicable unused line fees payable pursuant to Section 3.2. 1. The pricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the measurement of the KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles (as published in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) and is to be agreed between the Borrowers’ Administrative Borrower, Agent and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of allowing for reducing the reduction of unused line fees payable pursuant to Section 3.2.1 or the Unused Line Fee or Applicable Margins Margin to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Required Lenders. . (b) The Sustainability Coordinator will (i) assist the Borrowers’ Agent Administrative Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrowers’ Agent Administrative Borrower in preparing informational materials focused on ESG to be used in connection with the 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) After the Amendment No4.7.1. 1 Effective Date, the Borrowers’ The Borrower Agent, in consultation with the Agent and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (in such capacity, the “Sustainability Coordinator”), shall be entitled to establish specified Key Performance Indicators (“KPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Company Parent and its Subsidiaries. The Sustainability Coordinator, the Agent, the Required Lenders Coordinator and the Borrowers Obligors may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Agent shall have posted such proposed amendment to all Lenders and the Borrower Agent unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Agent (who shall promptly notify the Borrower Agent) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Obligors and the Sustainability Coordinator. Upon effectiveness of any such ESG Amendment, based on the CompanyParent’s and its Subsidiaries’ performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Applicable Margin for all Loans, U.S. Unused Line Fee Rate, Canadian Unused Line Fee Rate, and Applicable Margins U.K./Dutch Unused Line Fee Rate will be made; provided provided, that the amount of such adjustments shall not exceed (i) a 0.05% increase and/or a 0.05% decrease in the otherwise applicable Applicable MarginsMargin for Loans, in each case, determined based upon the applicable rating on the effective date of the ESG Amendment or (ii) a 0.01% increase and/or a 0.01% decrease in the per annum rate of the otherwise applicable U.S. Unused Line FeeFee Rate, Canadian Unused Line Fee Rate, and U.K./Dutch Unused Line Fee Rate payable pursuant to Section 3.2.1, and such adjustments shall not be cumulative. The pricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the measurement of the KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles Principles, and shall identify a sustainability assurance provider (the “Sustainability Assurance Provider”), which shall be a qualified external reviewer, independent of the Obligors, with relevant expertise, such as published in May 2021 by the Loan Market Associationan auditor, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) environmental consultant and/or independent ratings agency of recognized national standing, and is to be agreed between the Borrowers’ Borrower Agent and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of allowing for reducing the reduction of the U.S. Unused Line Fee Rate, Canadian Unused Line Fee Rate and U.K./Dutch Unused Line Fee Rate payable pursuant to Section 3.2.1 or the Applicable Margins Margin for Loans to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Required Lenders. 4.7.2. The Sustainability Coordinator will (i) assist the Borrowers’ Borrower Agent in determining the ESG Pricing Provisions in connection with the ESG Amendment Amendment, and (ii) assist the Borrowers’ Borrower Agent in preparing informational materials focused on ESG to be used in connection with the ESG Amendment. 4.7.3. This Section shall supersede any provisions in Section 14.1 to the contrary.

Sustainability Adjustments. (a) After the Amendment No. 1 Effective Closing Date, the Borrowers’ Agent, in consultation with the Agent and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (in such capacity, the “Sustainability Coordinator”), shall be entitled to establish specified Key Performance Indicators key performance indicators (“KPI’sKPIs”) with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of the Company Borrowers and its Subsidiaries. The Sustainability Coordinator, the Agent, Borrowers and the Required Lenders and the Borrowers may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective upon execution by the Borrowers, the Sustainability Coordinator and Lenders constituting the Required Lenders. Upon the effectiveness of any such ESG Amendment, based on the Company’s and its SubsidiariesBorrowers’ performance against the KPI’sKPIs, certain adjustments (increase, decrease or no adjustment) to the Unused Line otherwise applicable Commitment Fee, Applicable Percentage and LC Participation Fee and Applicable Margins will be made; provided that the amount of such adjustments shall not exceed result in a decrease of (i) a 0.05% increase and/or a 0.05% decrease in the case of the Commitment Fee, more than one (1) basis point from the otherwise applicable Commitment Fee and (ii) in the case of the Applicable MarginsPercentage and LC Participation Fee, more than five (5) basis points from the otherwise applicable Applicable Percentage or LC Participation Fee, as applicable. The KPIs, the Borrowers’ performance against the KPIs, and any related pricing adjustments resulting therefrom will be determined based on certain certificates, reports and other documents, in each case, determined based upon setting forth the applicable rating on the effective date of the ESG Amendment or (ii) a 0.01% increase and/or a 0.01% decrease in the per annum rate of the Unused Line Fee. The pricing adjustments pursuant to the KPI’s will require, among other things, reporting calculation and validation of the measurement of the KPI’s KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) and is to be agreed between the Borrowers’ Agent Borrowers and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of the ESG Amendment, : (i) any modification to the ESG Pricing Provisions which shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of allowing for reducing the reduction of the Unused Line Commitment Fee, Applicable Percentage or LC Participation Fee or Applicable Margins to a level not otherwise permitted by this paragraph Section 2.24(a); and (ii) any other modification to the ESG Pricing Provisions (other than as provided for in Section 2.24(a)(i) above) shall be subject only to the consent of the Required Lenders. . (b) The Sustainability Coordinator will (i) assist the Borrowers’ Agent Borrowers in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrowers’ Agent Borrowers in preparing informational materials focused on ESG to be used in connection with the ESG Amendment. (c) This Section shall supersede any provisions in Section 9.07 to the contrary.

Sustainability Adjustments. (a) After the Third Amendment No. 1 Effective Date, the Borrowers’ Agent, in consultation with the Borrower Agent and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (in such capacity, the “Sustainability Coordinator”), Coordinator shall be entitled to establish specified Key Performance Indicators key performance indicators (“KPI’sKPIs”) with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of the Company MLP Parent and its Restricted Subsidiaries. The Sustainability Coordinator, the Agent, Borrowers and the Required Lenders and the Borrowers may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective upon execution by the Borrowers, the Sustainability Coordinator and Lenders constituting the Required Lenders. Upon the effectiveness of any such ESG Amendment, based on the Company’s performance of MLP Parent and its Subsidiaries’ performance Restricted Subsidiaries against the KPI’sKPIs, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Unused Line Fee, Applicable Margin and LC Participation Fee and Applicable Margins will be made; provided that the amount of such adjustments shall not exceed result in an adjustment of (ix) a 0.05% increase and/or a 0.05% decrease in the case of the Unused Line Fee, more than one (1) basis point from the otherwise applicable Unused Line Fee and (y) in the case of the Applicable MarginsMargin and LC Participation Fee, more than five (5) basis points from the otherwise applicable Applicable Margin or LC Participation Fee, as applicable. The KPIs, the performance of MLP Parent and its Restricted Subsidiaries against the KPIs, and any related pricing adjustments resulting therefrom will be determined based on certain certificates, reports and other documents, in each case, determined based upon setting forth the applicable rating on the effective date of the ESG Amendment or (ii) a 0.01% increase and/or a 0.01% decrease in the per annum rate of the Unused Line Fee. The pricing adjustments pursuant to the KPI’s will require, among other things, reporting calculation and validation of the measurement of the KPI’s KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) and is to be agreed between the Borrowers’ Borrower Agent and the Sustainability Coordinator (each acting reasonably). . (b) Following the effectiveness of the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of allowing for the reduction of the Unused Line Fee or Applicable Margins to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Required Lenders. Lenders so long as such modification does not have the effect of reducing the Commitment Fee, Applicable Percentage or LC Participation Fee to a level not otherwise permitted by Section 4.9(a) . (c) The Sustainability Coordinator will (i) assist the Borrowers’ Borrower Agent in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrowers’ Borrower Agent in preparing informational materials focused on ESG to be used in connection with the ESG Amendment. (d) This Section shall supersede any provisions in Section 13.1 to the contrary.

Sustainability Adjustments. (a) After the Amendment No. 1 Effective Date, the Borrowers’ AgentThe Borrower, in consultation with the Agent and a sustainability structuring agent, which shall be a Lender selected (or Affiliate of a Lender) appointed by the Borrowers’ Agent to act as sustainability coordinator Borrower (in such capacity, the “Sustainability CoordinatorStructuring Agent”) and whose appointment shall be subject to the consent of such Lender (or Affiliate of such Lender), with respect to the ESG Amendment (defined below), shall be entitled to establish specified Key Performance Indicators key performance indicators (“KPI’sKPIs”) with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of the Company Borrower and its Subsidiaries. The Sustainability Coordinator, the Agent, the Required Lenders Administrative Agent and the Borrowers Borrower (in consultation with the Sustainability Structuring Agent) may amend this Agreement (such amendment, the “ESG Amendment”) with respect to one or more Class of Loans and/or Commitments solely for the purpose of incorporating the KPI’s KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective once the Borrower, the Administrative Agent and the Required Lenders have executed the ESG Amendment. Upon the effectiveness of any such ESG Amendment, based on the CompanyBorrower’s and and/or its Subsidiaries’ performance against the KPI’sKPIs, certain adjustments (increase, decrease or no adjustment) to the Unused Line otherwise applicable Commitment Fee Percentage and/or Applicable Margin for such Class of Loans and Applicable Margins Commitments will be made; made; provided that the amount of such adjustments shall not exceed (i) a 0.05% in the case of the Commitment Fee Percentage, an increase and/or a 0.05decrease of 0.01% decrease in the Applicable Margins, in each case, determined based upon the applicable rating on the effective date of the ESG Amendment or and (ii) a 0.01% in the case of the Applicable Margin, an increase and/or a 0.01% decrease of 0.05%, provided that in no event shall the per annum rate of the Unused Line FeeApplicable Margin be less than zero. The pricing adjustments pursuant to the KPI’s KPIs will require, among other things, reporting and validation of the measurement of the KPI’s KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) and is to be agreed between the Borrowers’ Agent Borrower and the Sustainability Coordinator Structuring Agent (each acting reasonably). Following the effectiveness of the ESG Amendment, . (i) any modification to the ESG Pricing Provisions which does not have has the effect of allowing for (x) reducing the reduction of Applicable Margin and/or the Unused Line Commitment Fee or Applicable Margins Percentage to a level not otherwise permitted by this paragraph Section 2.25 shall (in each case) be subject to the consent of all Lenders; and (ii) 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 Required Lenders. The Sustainability Coordinator will (i) assist the Borrowers’ Agent in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrowers’ Agent in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

Sustainability Adjustments. (a) After the Amendment No. 1 Effective Date, the Borrowers’ Agent, in consultation with the Borrower Agent and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (in such capacity, the “Sustainability Coordinator”), Coordinator shall be entitled to establish specified Key Performance Indicators key performance indicators (“KPI’sKPIs”) with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of the Company Parent and its Restricted Subsidiaries. The Sustainability Coordinator, the Agent, Borrowers and the Required Lenders and the Borrowers may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective upon execution by the Borrowers, the Sustainability Coordinator and Lenders constituting the Required Lenders. Upon the effectiveness of any such ESG Amendment, based on the Company’s performance of Parent and its Subsidiaries’ performance Restricted Subsidiaries against the KPI’sKPIs, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Unused Line Fee, Applicable Margin and LC Participation Fee and Applicable Margins will be made; provided that the amount of THIRD AMENDED AND RESTATED CREDIT AGREEMENT – PAGE 97 such adjustments shall not exceed result in an adjustment of (ix) a 0.05% increase and/or a 0.05% decrease in the case of the Unused Line Fee, more than one (1) basis point from the otherwise applicable Unused Line Fee and (y) in the case of the Applicable MarginsMargin and LC Participation Fee, more than five (5) basis points from the otherwise applicable Applicable Margin or LC Participation Fee, as applicable. The KPIs, the performance of Parent and its Restricted Subsidiaries against the KPIs, and any related pricing adjustments resulting therefrom will be determined based on certain certificates, reports and other documents, in each case, determined based upon setting forth the applicable rating on the effective date of the ESG Amendment or (ii) a 0.01% increase and/or a 0.01% decrease in the per annum rate of the Unused Line Fee. The pricing adjustments pursuant to the KPI’s will require, among other things, reporting calculation and validation of the measurement of the KPI’s KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) and is to be agreed between the Borrowers’ Borrower Agent and the Sustainability Coordinator (each acting reasonably). . (b) Following the effectiveness of the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of allowing for the reduction of the Unused Line Fee or Applicable Margins to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Required Lenders. Lenders so long as such modification does not have the effect of reducing the Commitment Fee, Applicable Percentage or LC Participation Fee to a level not otherwise permitted by Section 4.9(a). (c) The Sustainability Coordinator will (i) assist the Borrowers’ Borrower Agent in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrowers’ Borrower Agent in preparing informational materials focused on ESG to be used in connection with the ESG Amendment. (d) This Section shall supersede any provisions in Section 13.1 to the contrary.

Sustainability Adjustments. (a) After The parties hereto acknowledge that the Amendment NoSustainability Targets have not been determined and agreed as of the date of this Agreement and that Schedule 3.6 therefore has been intentionally left blank. 1 Effective The Borrower may, at any time following the Closing Date, submit a request in writing to the Borrowers’ Agent, Administrative Agent that this Agreement be amended to include the Sustainability Targets and other related provisions (including without limitation those provisions described in consultation with the Agent and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (in such capacity, the “Sustainability Coordinator”this Section 3.6), shall to be entitled to establish specified Key Performance Indicators (“KPI’s”) mutually agreed among the parties hereto in accordance with respect to certain Environmental, Social this Section 3.6 and Governance (“ESG”) targets of the Company and its Subsidiaries. The Sustainability Coordinator, the Agent, the Required Lenders and the Borrowers may amend this Agreement Section 10.1 (such amendment, the “ESG Amendment”). Such request shall be accompanied by the 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) solely 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, the Sustainability Structuring Agent and the Borrower shall in good faith enter into discussions to reach an 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 purpose of incorporating Sustainability Targets, including any adjustments to the KPI’s and other related provisions Applicable Margin and/or Applicable Commitment Fee Rate (such provisions, collectively, the “ESG Pricing Provisions”) into this Agreement. Upon effectiveness of any such ESG Amendment, based on the Company’s and its Subsidiaries’ performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) to the Unused Line Fee and Applicable Margins will be made); provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or an increase of more than (a) 0.01% per annum in the Applicable Commitment Fee Rate and/or (b) 0.05% per annum in the Applicable Margin for 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 (i) in no event shall the Applicable Margin or the Applicable Commitment Fee Rate be less than 0.00% at any time and (ii) for the avoidance of doubt, such pricing adjustments shall not exceed (i) a 0.05% increase and/or a 0.05% decrease in be cumulative year-over-year, and each applicable adjustment shall only apply until the Applicable Margins, in each case, determined based upon date on which the applicable rating on the effective date of next adjustment is due to take place. The Borrower agrees and confirms that the ESG Amendment or (ii) a 0.01% increase and/or a 0.01% decrease in the per annum rate of the Unused Line Fee. The pricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the measurement of the KPI’s in a manner that is aligned with Pricing Provisions shall follow the Sustainability Linked Loan Principles (Principles, as published in May 2021 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) and is 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 agreed between implemented with the Borrowers’ Agent consent of the Lenders comprising the Required Lenders and the Sustainability Coordinator Borrower. (each acting reasonably). d) Following the effectiveness of the ESG Amendment, any amendment or other modification to the ESG Pricing Provisions which does not have the effect of allowing for reducing the reduction of Applicable Margin or the Unused Line Applicable Commitment Fee or Applicable Margins Rate to a level not otherwise permitted by this paragraph Section 3.6 shall be subject only to the consent of the Required Lenders. The Sustainability Coordinator will (i) assist the Borrowers’ Agent in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrowers’ Agent in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.

Sustainability Adjustments. (a) After the Amendment No. 1 6 Effective Date, the Borrowers’ Agent, in consultation with the Agent and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (in such capacity, the “Sustainability Coordinator”)Structuring Agent, shall be entitled to establish (i) identify specified Key Performance Indicators (“KPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets related Key Performance Indicators (“KPIs”) and establish associated annual Sustainability Performance Targets (“SPTs”) with respect to the ESG strategy and disclosure of the Company Borrowers and its SubsidiariesSubsidiaries and/or (ii) identify external ESG ratings (“ESG Ratings”) and establish associated annual SPTs. The Any such KPIs and/or ESG Ratings and associated SPTs are to be mutually agreed between the Borrowers and the Sustainability CoordinatorStructuring Agent. (b) Notwithstanding anything in Section 11.3 to the contrary, the Borrowers, the Sustainability Structuring Agent, and the Required Lenders and the Borrowers may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s KPIs and/or ESG Ratings, associated SPTs, and other related provisions (the “ESG Pricing Provisions”) into this Agreement. . (c) In the event that any such ESG Amendment does not obtain requisite consent of the Required Lenders, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrowers, the Sustainability Structuring Agent, and the Administrative Agent. (d) Upon the effectiveness of any such ESG Amendment, based on the Company’s and its SubsidiariesBorrowers’ performance against the KPI’sKPIs and/or ESG Ratings and associated SPTs, certain adjustments (an increase, decrease a decrease, or no adjustment) to the Unused Line Fee unused line fee set forth in Section 3.2(a) of this Agreement and the Applicable Margins Margin will be made; provided that provided, that, (i) the amount of any such adjustments made pursuant to an ESG Amendment shall not exceed (iA) a 0.05% in the case of the unused line fee set forth in Section 3.2(a) of this Agreement, an increase and/or a 0.05% decrease of 1.00 basis point and (B) in the Applicable Margins, in each case, determined based upon the applicable rating on the effective date case of the ESG Amendment or Applicable Margin, an increase and/or decrease of 5.00 basis points, (ii) a 0.01in no event shall the unused line fee set forth in Section 3.2(a) of this Agreement or the Applicable Margin be less than 0% increase and/or a 0.01% decrease in and (iii) for the per annum rate avoidance of doubt, such pricing adjustments shall not be cumulative year-over-year and each applicable adjustment shall only apply until the Unused Line Fee. date on which the next adjustment is due to take place. (e) The pricing adjustments pursuant to the KPI’s will require, among other things, annual reporting and validation of the measurement of the KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles (as published in May 2021 by effect at the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) time of the ESG Amendment and is to be mutually agreed between the Borrowers’ Agent , the Sustainability Structuring Agent, and the Sustainability Coordinator 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 an auditor, environmental consultant and/or independent ratings agency of recognized national standing. (f) Following the effectiveness of the ESG Amendment, (i) any modification to the ESG Pricing Provisions which does not have has the effect of allowing for reducing the reduction unused line fee set forth in Section 3.2(a) of this Agreement and the Unused Line Fee or Applicable Margins Margin to a level not otherwise permitted by this paragraph 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 Required Lenders. The . (g) In connection with any proposed ESG Amendment, the Sustainability Coordinator will Structuring Agent may (i) assist the Borrowers’ Agent Borrowers in determining selecting the KPIs and/or ESG Ratings and setting the associated SPTs, (ii) determine the ESG Pricing Provisions in connection with the ESG Amendment Amendment, and (iiiii) assist the Borrowers’ Agent 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 Section 2.9, provided, that, the 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 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 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 the Administrative Agent may rely conclusively on any such 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) After Prior to the twelve (12) month anniversary of the Second Amendment No. 1 Effective Date, the Borrowers’ Agent, in consultation with the Administrative Agent and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (Sustainability Structuring Agent, may in such capacity, the “Sustainability Coordinator”), shall be entitled to their sole discretion establish specified Key Performance Indicators (“KPI’s”) key performance indicators with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets goals, or identify certain external ESG ratings, of the Company Borrowers and its Subsidiariestheir 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 Sustainability Coordinator, the Agent, the Required Lenders Administrative Agent and the Borrowers (each acting reasonably and in consultation with the Sustainability Structuring Agent) may amend propose an amendment to this Agreement (such amendment, the an “ESG Amendment”) solely for the purpose of incorporating the KPI’s 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 Company’s and its SubsidiariesBorrowers’ performance against the KPI’sKPI 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 and Applicable Margins will be made; provided that the amount of such adjustments shall not exceed (i) a 0.05Fee, 0.01% increase and/or a 0.05% decrease in the Applicable Marginsper annum, in each case, determined based upon in the applicable rating on aggregate for all KPI Metrics (the effective date provisions of this proviso, the ESG Amendment or “Sustainability Adjustment Limitations”) and (ii) a 0.01% increase and/or a 0.01% decrease in no event shall the per annum rate of Applicable Margin or the Unused Line FeeFee 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 pricing adjustments pursuant to KPI Metrics, the KPI’s Borrowers’ performance against the KPI Metrics, and any related ESG Pricing Adjustments resulting therefrom, will requirebe determined based on certain Borrower certificates, among reports and other thingsdocuments, reporting and validation of in each case, setting forth the measurement of the KPI’s KPI Metrics in a manner that is aligned with the Sustainability Linked Loan Principles (as last published in May 2021 March 2022 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) , and is as further amended, revised or updated from time to be agreed between time), including with respect to the Borrowers’ Agent calculation, certification and the Sustainability Coordinator (each acting reasonably)measurement thereof. Following the effectiveness of the an ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of allowing for the reduction of the Unused Line Fee or Applicable Margins to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Required Lenders. The Borrowers, the Administrative Agent and the Majority Lenders so long as such modification does not have the effect of (1) increasing the Sustainability Coordinator will (i) assist the Borrowers’ Agent Adjustment Limitations set forth in determining the ESG Pricing Provisions in connection with 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 (ii) assist shall not be a sustainability-linked loan unless and until the Borrowers’ Agent in preparing informational materials focused on ESG to be used in connection with the effectiveness of any ESG Amendment.

Sustainability Adjustments. If (ai)(A) After any Lender becomes aware of any material inaccuracy in the Amendment No. 1 Effective DateCarbonCount® level as reported in the Company’s annual financial informationPricing Certificate delivered pursuant to Section 5.01(a)5.01(c) (any such material inaccuracy, a “Sustainability Pricing Inaccuracy”) and such Lender delivers, not later than ten (10) Business Days after obtaining knowledge thereof, a written notice to the 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 a 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 CarbonCount® level would have resulted in an increase in the Applicable Margin or Commitment Fee Rate for any period, the Borrowers’ Borrowers shall be obligated to pay to the Administrative Agent for the account of the applicable Lenders and Issuing Banks promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code (or any comparable event under non-U.S. Debtor Relief Laws), automatically and without further action by the Administrative Agent, any Lender or any Issuing Bank), but in consultation any event within ten (10) Business Days after the Borrower Representative has received written notice of (in the case of clause (i)(A) above), or has agreed in writing that there was (in the case of clause (i)(B) above), a Sustainability Pricing Inaccuracy, an amount equal to the excess of (1) the amount of interest and fees that should have been paid for such period over (2) the amount of interest and fees actually paid for such period. It is understood and agreed that any Sustainability Pricing Inaccuracy shall not constitute a Default or Event of Default; provided, that, the Borrower Representative complies with the Agent terms of this Section 9.23 and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (in such capacity, the “Sustainability Coordinator”), shall be entitled to establish specified Key Performance Indicators (“KPI’s”Section 5.02(e) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Company and its Subsidiariessuch Sustainability Pricing Inaccuracy. The Sustainability Coordinator, the Agent, the Required Lenders and the Borrowers may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Upon effectiveness of any such ESG Amendment, based on the Company’s and its Subsidiaries’ performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) Notwithstanding anything to the Unused Line Fee and Applicable Margins will contrary herein, unless such amounts shall be made; provided that due upon the amount occurrence of such adjustments 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), (a) any additional amounts required to be paid pursuant to the immediately preceding paragraph shall not exceed be due and payable until the earlier to occur of (i) a 0.05% increase and/or a 0.05% decrease written demand for such payment by the Administrative Agent in the Applicable Margins, in each case, determined based upon the applicable rating on the effective date of the ESG Amendment accordance with such paragraph or (ii) a 0.01% increase and/or a 0.01% decrease ten (10) Business Days after the Borrower Representative has received written notice of (in the per annum rate case of clause (i)(A) above), or has agreed in writing that there was (in the Unused Line Fee. The pricing adjustments pursuant case of clause (i)(B) above), a Sustainability Pricing Inaccuracy (such date, the “Inaccuracy Payment Date”), (b) any nonpayment of such additional amounts prior to the KPI’s will require, among other things, reporting and validation of the measurement of the KPI’s in Inaccuracy Payment Date shall not constitute a manner that is aligned with the Sustainability Linked Loan Principles Default (as published in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Associationwhether retroactively or otherwise) and is to (c) none of such additional amounts shall be agreed between the Borrowers’ Agent and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of the ESG Amendment, any modification deemed overdue prior to the ESG Pricing Provisions which does not have Inaccuracy Payment Date or shall accrue interest at the effect of allowing for the reduction of the Unused Line Fee or Applicable Margins to a level not otherwise permitted by this paragraph shall be subject only Default Rate prior to the consent of the Required Lenders. The Sustainability Coordinator will (i) assist the Borrowers’ Agent in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrowers’ Agent in preparing informational materials focused on ESG to be used in connection with the ESG AmendmentInaccuracy Payment Date.

Sustainability Adjustments. (a) After Following the Amendment Nodelivery of a Pricing Certificate in respect of the most recently ended calendar year, (i) the Applicable Rate, solely with respect to Parent and not with respect to any other Borrower, shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Aggregate KPI Margin Adjustment as set forth in such Pricing Certificate in the manner and at the times described in this Section 2.22, and (ii) the Commitment Fee Rate, solely with respect to Parent and not with respect to any other Borrower, shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Aggregate KPI Fee Adjustment as set forth in such Pricing Certificate in the manner and at the times described in this Section 2.22. 1 Effective DateFor purposes of the foregoing, (A) each of the Borrowers’ Agent, in consultation with Aggregate KPI Margin Adjustment and the Agent and a Lender selected Aggregate KPI Fee Adjustment shall be effective as of the fifth (5th) Business Day following receipt by the Borrowers’ Administrative Agent of a Pricing Certificate delivered pursuant to act as sustainability coordinator (Section 2.22(f) based upon the KPI Metrics set forth in such capacityPricing Certificate and the calculations of the Aggregate KPI Margin Adjustment and the Aggregate KPI Fee Adjustment calculations, as applicable, therein (such day, the “Sustainability CoordinatorPricing Adjustment Date”) and (B) each change in the Applicable Rate and the Commitment Fee Rate resulting from a Pricing Certificate and the Aggregate KPI Margin Adjustment and the Aggregate KPI Fee Adjustment related thereto shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment Date (or, in the case of non-delivery of a Pricing Certificate for the immediately following period, the last day such Pricing Certificate for such following period could have been delivered pursuant to the terms of Section 2.22(f)). (b) For the avoidance of doubt, only one Pricing Certificate may be delivered in respect of any calendar year. It is further understood and agreed that the Applicable Rate will never be reduced or increased by more than 5.0 basis points and the Commitment Fee Rate will never be reduced or increased by more than 1.0 basis points, in each case pursuant to the Aggregate KPI Margin Adjustment or the Aggregate KPI Fee Adjustment, as applicable, during any calendar year. For the avoidance of doubt, any adjustment to the Applicable Rate or the Commitment Fee Rate by reason of application of one or several KPI Metrics in any year shall not be cumulative year-over-year. Each applicable adjustment shall apply only during the applicable period set forth in clause (ii)(B) of Section 2.22(a). (c) It is hereby understood and agreed that if no Pricing Certificate has been delivered by Parent within the period set forth in Section 2.22(f), the Aggregate KPI Margin Adjustment will be positive 5.0 basis points and the Aggregate KPI Fee Adjustment will be positive 1.0 basis points commencing on the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 2.22(f) and continuing until Parent delivers a Pricing Certificate to the Administrative Agent in accordance with Section 2.22(f). (d) If (i)(A) Parent or any Bank becomes aware of any material inaccuracy in any KPI Adjustment or the KPI Metrics as reported in a Pricing Certificate or Annual KPI Report (any such material inaccuracy, a “Pricing Certificate Inaccuracy”) and, in the case of any Bank, such Bank delivers, not later than 10 Business Days after obtaining knowledge thereof, a written notice to the Administrative Agent describing such Pricing Certificate Inaccuracy in reasonable detail (which description shall be shared with each other Bank and Parent), or (B) Parent and the Banks agree that there was a Pricing Certificate Inaccuracy at the time of delivery of a Pricing Certificate, and (ii) a proper calculation of any KPI Adjustment or the KPI Metrics would have resulted in an increase in the Applicable Rate and the Commitment Fee Rate for any period, Parent shall be obligated to pay to the Administrative Agent, for the account of the applicable Banks, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to Parent under the bankruptcy code, automatically and without further action by the Administrative Agent or any Bank), but in any event within 10 Business Days after Parent has received written notice of, or has agreed in writing that there was, a Pricing Certificate Inaccuracy, an amount equal to the excess of (1) the amount of interest and fees that should have been paid by Parent for such period over (2) the amount of interest and fees actually paid by Parent for such period. If Parent becomes aware of any Pricing Certificate Inaccuracy and, in connection therewith, if a proper calculation of the KPI Adjustment or the KPI Metrics would have resulted in a decrease in the Applicable Rate and the Commitment Fee Rate for any period, then, upon receipt by the Administrative Agent of notice from Parent of such Pricing Certificate Inaccuracy (which notice shall include corrections to the calculations of such KPI Adjustment or the KPI Metrics, as applicable), commencing on the Business Day following receipt by the Administrative Agent of such notice (the “Adjustment Date”), the Applicable Rate and the Commitment Fee Rate for Parent shall be entitled adjusted to establish specified Key Performance Indicators reflect the corrected calculations of such KPI Adjustment or the KPI Metrics, as applicable. For the avoidance of any doubt, the parties agree that any such adjustment to reflect a decrease in the Applicable Rate or the Commitment Fee Rate for any period shall only be effective on a prospective basis and shall not require any adjustments to amounts previously paid by Parent prior to the Adjustment Date. (“KPI’s”e) It is understood and agreed that any Pricing Certificate Inaccuracy (and any consequences thereof) shall not constitute a Default or Event of Default; provided, that, Parent complies with the terms of this Section 2.22 with respect to certain Environmentalsuch Pricing Certificate Inaccuracy. Notwithstanding anything to the contrary herein, Social unless such amounts shall be due upon the occurrence of an actual or deemed entry of an order for relief with respect to Parent under the bankruptcy code, (i) any additional amounts required to be paid pursuant to the immediately preceding clause shall not be due and Governance payable until the date that is 10 Business Days after a written demand is made for such payment by the Administrative Agent in accordance with such paragraph, (“ESG”ii) targets any nonpayment of such additional amounts prior to or upon the Company date that is 10 Business Days after such written demand for payment by the Administrative Agent shall not constitute a Default (whether retroactively or otherwise) or Event of Default and its Subsidiaries. The Sustainability Coordinator, (iii) none of such additional amounts shall be deemed overdue prior to such date that is 10 Business Days after such written demand nor shall such additional amounts accrue interest at the Agent, the Required Lenders default rate of interest applicable to overdue amounts pursuant to Section 2.05(e) prior to such date that is 10 Business Days after such written demand. (f) As soon as available and the Borrowers may amend this Agreement in any event after April 1st of each calendar year and on or before June 30th of each calendar year (such amendmentdate, the “ESG AmendmentPricing Certificate Delivery Date”) solely for the purpose (commencing with April 1st and June 30th of incorporating the KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Upon effectiveness of any such ESG Amendment2023), based on the Company’s and its Subsidiaries’ performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) Parent shall deliver to the Unused Line Fee and Applicable Margins will be made; provided that the amount of such adjustments shall not exceed Administrative Agent (i) a 0.05% increase and/or a 0.05% decrease in Pricing Certificate for the Applicable Margins, in each case, determined based upon the applicable rating on the effective date of the ESG Amendment or most recently-ended calendar year and (ii) a 0.01% increase and/or review report of the Sustainability Assurance Provider confirming that such assurance provider is not aware of any material modifications that should be made to such computations in order for them to be presented in all material respects in conformity with the applicable reporting criteria; provided, that, for any calendar year Parent may elect not to deliver a 0.01% decrease Pricing Certificate, and such election shall not constitute a default or event of default (but such failure to so deliver a Pricing Certificate on or prior to the Pricing Certificate Delivery Date shall result in the per annum rate of Aggregate KPI Margin Adjustment and the Unused Line Fee. The pricing adjustments pursuant Aggregate KPI Fee Adjustment being applied as set forth in Section 2.22(c)). (g) To the extent the Sustainability Structuring Agent or an Affiliate thereof ceases to the KPI’s be a Bank, Parent will require, among other things, reporting and validation of the measurement of the KPI’s in a manner use commercially reasonable efforts to seek to appoint another Person that is aligned with a Bank to fulfill the role of Sustainability Linked Loan Principles (as published in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) and is to be agreed between the Borrowers’ Agent and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of allowing for the reduction of the Unused Line Fee or Applicable Margins to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Required Lenders. The Sustainability Coordinator will (i) assist the Borrowers’ Agent in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrowers’ Agent in preparing informational materials focused on ESG to be used in connection with the ESG AmendmentStructuring Agent.

Sustainability Adjustments. (a) After the Second Amendment No. 1 Effective Date, the Borrowers’ AgentBorrower, in consultation with the Administrative Agent and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (in such capacity, the “Sustainability Coordinator”), shall be entitled to establish specified Key Performance Indicators (“KPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Company Holdings and its Subsidiaries. The Sustainability Coordinator, the Agent, the Required Requisite Revolving Credit Lenders and the Borrowers Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Upon effectiveness of any such ESG Amendment, based on the Company’s Holdings’ and its Subsidiaries’ performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Applicable Unused Line Commitment Fee Rate, Applicable Margin for Base Rate Loans consisting of Revolving Loans, and Applicable Margins Margin for Eurodollar RateTerm SOFR Loans consisting of Revolving Loans will be made; provided that the amount of such adjustments shall not exceed (i) a 0.05% increase and/or a 0.05% decrease in the otherwise applicable Applicable MarginsMargin 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 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 adjustments to the Applicable Margin for Eurodollar RateTerm SOFR Loans consisting of Revolving Loans or (ii) a 0.01% increase and/or a 0.01% decrease in the per annum rate of the otherwise Applicable Unused Line FeeCommitment Fee Rate. The pricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the measurement of the KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles (as published in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) and is to be agreed between the Borrowers’ Agent Borrower and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of allowing reducing the Applicable Unused Commitment Fee Rate, Applicable Margin for the reduction Base Rate Loans consisting of the Unused Line Fee Revolving Loans or Applicable Margins 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 Required Requisite Revolving Credit Lenders. The Sustainability Coordinator will (i) assist the Borrowers’ Agent Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrowers’ Agent Borrowers in preparing informational materials focused on ESG to be used in connection with the ESG Amendment. The provisions of this Section shall supersede any provisions in Section 12.1 to the contrary.

Sustainability Adjustments. (a) After the Fourth Amendment No. 1 Effective Date, the Borrowers’ AgentAdministrative Borrower, at its option, and in consultation with the Agent Sustainability Coordinator and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (in such capacity, the “Sustainability Coordinator”)Agent, 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”) targets of the Company WS and its Restricted Subsidiaries. The Sustainability Coordinator, the Agent, the Required Lenders Sustainability Coordinator and the Borrowers Administrative Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement, with the written consent of the Required Lenders. Upon effectiveness of any such ESG Amendment, based on the Company’s WS’ and its Restricted Subsidiaries’ performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) to the Unused Line Fee otherwise applicable unused line fees pursuant to Section 3.2.1 and the Applicable Margins Margin will be made; provided that the amount of such adjustments shall not exceed 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 in the otherwise applicable Applicable MarginsMargin, in each case, determined based upon the applicable rating on the effective date of the ESG Amendment or 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 adjustments to the Applicable Margin for Term SOFR Loans, Alternative Currency Loans and Canadian BA Rate Loans and (ii) a 0.01% increase and/or a 0.01% decrease in the per annum rate of the Unused Line Feeotherwise applicable unused line fees payable pursuant to Section 3.2. 1. The pricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the measurement of the KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles (as published in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) and is to be agreed between the Borrowers’ Administrative Borrower, Agent and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of allowing for reducing the reduction of unused line fees payable pursuant to Section 3.2.1 or the Unused Line Fee or Applicable Margins Margin to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Required Lenders. . (b) The Sustainability Coordinator will (i) assist the Borrowers’ Agent Administrative Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrowers’ Agent Administrative Borrower in preparing informational materials focused on ESG to be used in connection with the 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.

Sustainability Adjustments. If (ai)(A) After any Lender becomes aware of any material inaccuracy in the Amendment No. 1 Effective DateCarbonCount® level as reported in the Company’sBorrower’s Pricing Certificate delivered pursuant to Section 5.01(c) (any such material inaccuracy, a “Sustainability Pricing Inaccuracy”) and such Lender delivers, not later than ten (10) Business Days after obtaining knowledge thereof, a written notice to the 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 a 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’sBorrower’s Pricing Certificate delivered pursuant to Section 5.01(c), and (ii) a proper calculation of the CarbonCount® level would have resulted in an increase in the Applicable Margin or Commitment Fee Rate for any period, the Borrowers’ Borrowers shall be obligated to pay to the Administrative Agent for the account of the applicable Lenders and Issuing Banks promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to anythe Borrower under the Bankruptcy Code (or any comparable event under non-U.S. Debtor Relief Laws), automatically and without further action by the Administrative Agent, any Lender or any Issuing Bank), but in consultation any event within ten (10) Business Days after the Borrower Representative has received written notice of (in the case of clause (i)(A) above), or has agreed in writing that there was (in the case of clause (i)(B) above), a Sustainability Pricing Inaccuracy, an amount equal to the excess of (1) the amount of interest and fees that should have been paid for such period over (2) the amount of interest and fees actually paid for such period. It is understood and agreed that any Sustainability Pricing Inaccuracy shall not constitute a Default or Event of Default; provided, that, the Borrower Representative complies with the Agent terms of this Section 9.23 and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (in such capacity, the “Sustainability Coordinator”), shall be entitled to establish specified Key Performance Indicators (“KPI’s”Section 5.02(e) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Company and its Subsidiariessuch Sustainability Pricing Inaccuracy. The Sustainability Coordinator, the Agent, the Required Lenders and the Borrowers may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Upon effectiveness of any such ESG Amendment, based on the Company’s and its Subsidiaries’ performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) Notwithstanding anything to the Unused Line Fee and Applicable Margins will contrary herein, unless such amounts shall be made; provided that due upon the amount occurrence of such adjustments an actual or deemed entry of an order for relief with respect to anythe Borrower under the Bankruptcy Code (or any comparable event under non-U.S. Debtor Relief Laws), (a) any additional amounts required to be paid pursuant to the immediately preceding paragraph shall not exceed be due and payable until the earlier to occur of (i) a 0.05% increase and/or a 0.05% decrease written demand for such payment by the Administrative Agent in the Applicable Margins, in each case, determined based upon the applicable rating on the effective date of the ESG Amendment accordance with such paragraph or (ii) a 0.01% increase and/or a 0.01% decrease ten (10) Business Days after the Borrower Representative has received written notice of (in the per annum rate case of clause (i)(A) above), or has agreed in writing that there was (in the Unused Line Fee. The pricing adjustments pursuant case of clause (i)(B) above), a Sustainability Pricing Inaccuracy (such date, the “Inaccuracy Payment Date”), (b) any nonpayment of such additional amounts prior to the KPI’s will require, among other things, reporting and validation of the measurement of the KPI’s in Inaccuracy Payment Date shall not constitute a manner that is aligned with the Sustainability Linked Loan Principles Default (as published in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Associationwhether retroactively or otherwise) and is to (c) none of such additional amounts shall be agreed between the Borrowers’ Agent and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of the ESG Amendment, any modification deemed overdue prior to the ESG Pricing Provisions which does not have Inaccuracy Payment Date or shall accrue interest at the effect of allowing for the reduction of the Unused Line Fee or Applicable Margins to a level not otherwise permitted by this paragraph shall be subject only Default Rate prior to the consent of the Required Lenders. The Sustainability Coordinator will (i) assist the Borrowers’ Agent in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrowers’ Agent in preparing informational materials focused on ESG to be used in connection with the ESG AmendmentInaccuracy Payment Date.

Sustainability Adjustments. (a) After the Amendment No. 1 Effective Closing Date, the Borrowers’ AgentBorrower, at its option, in consultation with the Agent and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (in such capacitySustainability Structuring Agent, the “Sustainability Coordinator”), shall be entitled to may establish specified Key Performance Indicators key performance indicators (“KPI’sKPIs”) with respect to certain Environmentalenvironmental, Social social and Governance governance (“ESG”) targets of the Company Borrower and its Subsidiaries. The Sustainability CoordinatorOnce such KPIs are established, the Agent, the Required Lenders Sustainability Structuring Agent and the Borrowers may amend Borrower shall furnish to the Administrative Agent a proposed amendment (or proposed terms for such amendment) to this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Once approved by the Administrative Agent in its reasonable discretion (such approval not to be unreasonably withheld), such amendment (the “ESG Amendment”) shall be posted to the Lenders, and shall become effective at 5:00 p.m., New York City time, on the Business Day on which Lenders comprising the Required Lenders shall have delivered to the Administrative Agent (who shall promptly notify the Borrower) signatures of such Required Lenders to such ESG Amendment. Upon the effectiveness of any such ESG Amendment, based on the CompanyBorrower’s and its Subsidiaries’ performance against the KPI’sKPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Rate Adjustments”) to the Unused Line otherwise applicable Applicable Commitment Fee and applicable Applicable Margins Margin for Loans and LC Participation Fees will be made; provided that the amount of any ESG Applicable Rate Adjustments shall not result in (x) an aggregate decrease or increase at any point in time of more than 5.00 basis points in the Applicable Margin for Loans and LC Participation Fees, and the ESG Applicable Rate Adjustments to the Applicable Margin applicable to ABR Loans shall be the same amount, in basis points, as the ESG Applicable Rate Adjustments to the Applicable Margin applicable to Term Benchmark Loans and RFR Loans (provided that in no event shall the Applicable Margin be less than zero) and (y) an aggregate decrease or increase at any point in time of more than 1.00 basis point in the Applicable Commitment Fee (provided that in no event shall the Applicable Commitment Fee be less than zero) (it being understood that, for the avoidance of doubt, in each of clauses (x) and (y) above, such adjustments shall not exceed (i) a 0.05% increase and/or a 0.05% decrease in be cumulative year over year, and each applicable adjustment shall only apply until the date on which the next adjustment is due to take place). The ESG Applicable MarginsRate Adjustments will be determined based on certain certificates, reports and other documents, in each case, determined based upon setting forth the applicable rating on Borrower’s performance against the effective date of the ESG Amendment or (ii) a 0.01% increase and/or a 0.01% decrease in the per annum rate of the Unused Line Fee. The pricing adjustments pursuant KPIs, giving due consideration to the KPI’s will require, among other things, reporting and validation of the measurement of the KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles (as published in May 2021 2022 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) and is are to be agreed between the Borrowers’ Agent Borrower and the Sustainability Coordinator Structuring Agent (each acting reasonably). Following the effectiveness of the ESG Amendment, any modification to the ESG Pricing Provisions which does not have has the effect of allowing for reducing the reduction of the Unused Line Applicable Commitment Fee or Applicable Margins Margin for Loans and LC Participation Fees to a level not otherwise permitted by this paragraph Section 2.25(a) shall be subject to the consent of all Lenders and any other modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders. The Sustainability Coordinator will . (ib) assist This Section shall supersede any provisions in Section 9.08 to the Borrowers’ Agent in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrowers’ Agent in preparing informational materials focused on ESG to be used in connection with the ESG Amendmentcontrary.