Common use of Sustainability Adjustments Clause in Contracts

Sustainability Adjustments. (a) After the Amendment Closing Date, the Borrowers, in consultation with the Sustainability Coordinator, shall be entitled to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrowers and its Subsidiaries. The Sustainability Coordinator, the Borrowers and the Required Lenders may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective 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 Borrowers’ performance against the KPIs, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Commitment Fee, Applicable Percentage and LC Participation Fee will be made; provided that the amount of such adjustments shall not result in a decrease of (i) 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 Percentage 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, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and agreed between the Borrowers and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of the ESG Amendment:

Sustainability Adjustments. (a) After the Fourth Amendment Closing Effective Date, the BorrowersAdministrative Borrower, at its option, and in consultation with the Sustainability CoordinatorCoordinator and Agent, shall be entitled to establish specified key performance indicators (“KPIsKPI’s”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrowers WS and its Restricted Subsidiaries. The Sustainability CoordinatorAgent, the Borrowers Sustainability Coordinator and the Required Lenders Administrative Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPIs KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective upon execution by with the Borrowers, the Sustainability Coordinator and Lenders constituting written consent of the Required Lenders. Upon the effectiveness of any such ESG Amendment, based on the BorrowersWS’ and its Restricted Subsidiaries’ performance against the KPIsKPI’s, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Commitment Fee, unused line fees pursuant to Section 3.2.1 and the Applicable Percentage and LC Participation Fee Margin will be made; provided that the amount of such adjustments shall not result exceed, in a decrease 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 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 Percentage 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 documentsMargin, in each case, setting forth determined based upon the calculation applicable rating on the effective date of the ESG Amendment, and the adjustments to the Applicable Margin for Base Rate Loans and Canadian Prime Rate Loans shall be the same amount, in basis points, as the adjustments to the Applicable Margin for Term SOFR Loans, Alternative Currency Loans, Daily Simple XXXXX Rate Loans (prior to the Term XXXXX Activation Date) and Term XXXXX Rate Loans (from and after the Term XXXXX Activation Date) and (ii) a 0.01% increase and/or a 0.01% decrease in the otherwise 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 KPIs KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles 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 reducing the unused line fees payable pursuant to Section 3.2.1 or the Applicable Margin to a level not otherwise permitted by this paragraph shall be subject to the consent of the Required Lenders.

Sustainability Adjustments. (a) After the Amendment Closing Effective Date, the BorrowersBorrower, in consultation with the Sustainability CoordinatorStructuring Agent, shall be entitled to establish (a) identify specified key performance indicators Environmental, Social and Governance (“ESG”) related Key Performance Indicators (“KPIs”) and establish associated annual Sustainability Performance Targets (“SPTs”) with respect to certain environmental, social the ESG strategy and governance disclosure of the Borrower and its Subsidiaries and/or (b) identify external ESG ratings (“ESGESG Ratings”) targets of and establish associated annual SPTs. Any such KPIs and/or ESG Ratings and associated SPTs are to be mutually agreed between the Borrowers Borrower and its Subsidiariesthe Sustainability Structuring Agent. The Sustainability CoordinatorNotwithstanding anything in Section 11.1 to the contrary, the Borrowers Borrower, the Sustainability Structuring Agent, and the Required Lenders may from time to time amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPIs and/or ESG Ratings, associated SPTs, and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective upon execution by request from the BorrowersBorrower, the Borrower, the Sustainability Coordinator Structuring Agent, and the Lenders constituting 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 Borrowers’ Borrower’s performance against the KPIsKPIs and/or ESG Ratings and associated SPTs, certain adjustments (an increase, decrease a decrease, or no adjustment) to the otherwise applicable Applicable Commitment Fee, Fee Rate and the Applicable Percentage and LC Participation Fee Margin will be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease of exceed (i) in the case of the Applicable Commitment FeeFee Rate, more than one (1) an aggregate increase and/or decrease of 1.00 basis point from the otherwise applicable Commitment Fee and (ii) in the case of the Applicable Percentage and LC Participation FeeMargin, more an aggregate increase and/or decrease of 5.00 basis points; provided, further, that in no event shall the Applicable Commitment Fee Rate or the Applicable Margin be less than five (5) basis points from the otherwise applicable Applicable Percentage or LC Participation Fee0%; provided, as applicablefurther, that such adjustments shall not be cumulative year-over-year. The KPIs, the Borrowers’ performance against the KPIs, and any related pricing adjustments resulting therefrom will be determined based on certain certificatesrequire, reports and among other documentsthings, in each case, setting forth the calculation and measurement of the KPIs (i) annual reporting in a manner that is aligned with (A) the Sustainability Linked Loan Principles (as published from time to time by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) or (B) any other reporting methodology for sustainability-linked credit facilities for insurance companies, in each case in effect at the time of the ESG Amendment and as mutually agreed between the Borrowers 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 has the effect of reducing the Applicable Commitment Fee Rate or the Applicable Margin to a level not otherwise permitted by this Section 2.14 shall be subject to the consent of all Lenders and (B) any other modification to the ESG Pricing Provisions (other than, for the avoidance of doubt, as provided for in the immediately preceding clause (A)) shall be subject only to the consent of the Required Lenders.

Sustainability Adjustments. (a) After Prior to the Amendment Closing twelve month anniversary of the Restatement Date, the BorrowersBorrower, in consultation with the Administrative Agent and the Sustainability CoordinatorStructuring Agents, shall be entitled to may in its sole discretion establish specified key performance indicators (“KPIs”) KPIs with respect to certain environmental, social and governance (“ESG”) targets goals, or identify certain external ESG ratings, of the Borrowers 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 Borrowers Administrative Agent and the Required Lenders 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 KPIs KPI Metrics, the SPTs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any . Any such amendment ESG Amendment shall become effective upon execution (i) receipt by the BorrowersLenders 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 Sustainability Coordinator Administrative Agent and Lenders constituting comprising the Required Lenders. Upon the effectiveness of any such ESG Amendment, based on the Borrowers’ Borrower’s performance against the KPIsKPI Metrics and SPTs, certain adjustments (increase, decrease or no adjustment) to (x) the otherwise applicable Commitment FeeApplicable Margin may be made (such adjustments, the “ESG Applicable Percentage and LC Participation Fee will be madeMargin Adjustments”); provided provided, that (i) the amount of such adjustments ESG Applicable Margin Adjustments shall not result in a exceed an increase and/or decrease of 0.05% per annum in the aggregate for all KPI Metrics (ithe provisions of this proviso, the “Applicable Margin Sustainability Adjustment Limitations”) and (ii) in no event shall the case of the Commitment Fee, more Applicable Margin be less than one 0% and (1y) basis point from 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) the amount of such ESG Commitment Fee Adjustments shall not exceed an increase and/or decrease of 0.01% per annum in the aggregate for all KPI Metrics (the provisions of this proviso, the “Commitment Fee Sustainability Adjustment Limitations”, together with the Applicable Margin Sustainability Adjustment Limitations, collectively, the “Sustainability Adjustment Limitations”) and (ii) in no event shall the case Commitment Fee be less than 0%. For the avoidance of doubt the Applicable Percentage ESG Adjustments shall not be cumulative year-over-year and LC Participation Fee, more than five (5) shall apply on an annual basis points from the otherwise applicable Applicable Percentage or LC Participation Fee, as applicableonly. The KPIsKPI Metrics, the Borrowers’ Borrower’s performance against the KPIsKPI Metrics, and any related pricing adjustments ESG Adjustments resulting therefrom therefrom, will be determined based on certain Borrower certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs KPI Metrics in a manner that is aligned with the Sustainability Linked Loan Principles (as last published in March 2022 by the Loan Market Association, Asia Pacific Loan Market Association and agreed between Loan Syndications & Trading Association, and as further amended, revised or updated from time to time), including with respect to the Borrowers calculation, certification and the Sustainability Coordinator (each acting reasonably)measurement thereof. Following the effectiveness of an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Borrower, the Administrative Agent and the Required Lenders so long as such modification does not have the effect of increasing or decreasing the Sustainability Adjustment Limitations set forth in the ESG Amendment:. Each 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.

Sustainability Adjustments. (a) After the Amendment Closing Date, the BorrowersBorrower, at its option, in consultation with the Sustainability CoordinatorStructuring Agent, shall be entitled to may establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrowers Borrower and its Subsidiaries. The Sustainability CoordinatorOnce such KPIs are established, the Borrowers Sustainability Structuring Agent and the Required Lenders 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 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 any such amendment shall become effective upon execution by at 5:00 p.m., New York City time, on the Borrowers, the Sustainability Coordinator and Business Day on which Lenders constituting comprising the Required LendersLenders 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 Borrowers’ Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Rate Adjustments”) to the otherwise applicable Applicable Commitment Fee, Fee and applicable Applicable Percentage Margin for Loans and LC Participation Fee 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 result in a decrease of (i) in be cumulative year over year, and each applicable adjustment shall only apply until the case of date on which the Commitment Fee, more than one (1) basis point from the otherwise applicable Commitment Fee and (ii) in the case of the Applicable Percentage and LC Participation Fee, more than five (5) basis points from the otherwise applicable Applicable Percentage or LC Participation Fee, as applicablenext adjustment is due to take place). The KPIs, the Borrowers’ performance against the KPIs, and any related pricing adjustments resulting therefrom ESG Applicable Rate Adjustments will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of Borrower’s performance against the KPIs in a manner that is aligned with KPIs, giving due consideration to the Sustainability Linked Loan Principles (as published in May 2022 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) and are to be agreed between the Borrowers 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 has the effect of reducing the Applicable Commitment Fee or Applicable Margin for Loans and LC Participation Fees to a level not otherwise permitted by this 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.

Sustainability Adjustments. (a) After the Second Amendment Closing Effective Date, the BorrowersBorrower, in consultation with the Administrative Agent (in such capacity, the “Sustainability Coordinator”), shall be entitled to establish specified key performance indicators Key Performance Indicators (“KPIsKPI’s”) with respect to certain environmentalEnvironmental, social Social and governance Governance (“ESG”) targets of the Borrowers Holdings and its Subsidiaries. The Sustainability Coordinator, the Borrowers Requisite Revolving Credit Lenders and the Required Lenders Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPIs KPI’s 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 BorrowersHoldings’ and its Subsidiaries’ performance against the KPIsKPI’s, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Applicable Unused Commitment FeeFee Rate, Applicable Percentage Margin for Base Rate Loans consisting of Revolving Loans, and LC Participation Fee Applicable Margin for Eurodollar RateTerm SOFR Loans consisting of Revolving Loans will be made; provided that the amount of such adjustments shall not result in a decrease of exceed (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 Percentage 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 documentsMargin for Eurodollar RateTerm SOFR Loans consisting of Revolving Loans, in each case, setting forth determined based upon the calculation applicable rating on the effective date of the ESG Amendment, and the adjustments to the Applicable Margin for Base Rate Loans consisting of Revolving Loans shall be the same amount, in basis points, as the 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 otherwise Applicable Unused Commitment Fee Rate. The pricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the measurement of the KPIs KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles and is to be agreed between the Borrowers 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 reducing the Applicable Unused Commitment Fee Rate, Applicable Margin for Base Rate Loans consisting of Revolving Loans or Applicable Margin for Eurodollar RateTerm SOFR Loans consisting of Revolving Loans to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Requisite Revolving Credit Lenders. The Sustainability Coordinator will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrowers in preparing informational materials focused on ESG to 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 Second Amendment Closing Effective Date, the BorrowersBorrower, in consultation with the Administrative Agent (in such capacity, the “Sustainability Coordinator”), shall be entitled to establish specified key performance indicators Key Performance Indicators (“KPIsKPI’s”) with respect to certain environmentalEnvironmental, social Social and governance Governance (“ESG”) targets of the Borrowers Holdings and its Subsidiaries. The Sustainability Coordinator, the Borrowers Requisite Lenders and the Required Lenders Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPIs KPI’s 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 BorrowersHoldings’ and its Subsidiaries’ performance against the KPIsKPI’s, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Applicable Unused Commitment FeeFee Rate, Applicable Percentage Margin for Base Rate Loans, and LC Participation Fee Applicable Margin for Eurodollar Rate Loans will be made; provided that the amount of such adjustments shall not result in a decrease of exceed (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 Percentage 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 documentsMargin for Eurodollar Rate Loans, in each case, setting forth determined based upon the calculation applicable rating on the effective date of the ESG 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 otherwise Applicable Unused Commitment Fee Rate. The pricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the measurement of the KPIs KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles and is to be agreed between the Borrowers 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 reducing the Applicable Unused Commitment Fee Rate, Applicable Margin for Base Rate Loans or Applicable Margin for Eurodollar Rate Loans to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Requisite Lenders. The Sustainability Coordinator will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrowers in preparing informational materials focused on ESG to be used in connection with the DB1/ 125951804.6

Sustainability Adjustments. (a) After Prior to the twelve (12) month anniversary of the Second Amendment Closing Effective Date, the Borrowers, in consultation with the Administrative Agent and the Sustainability CoordinatorStructuring Agent, shall be entitled to may in their sole discretion establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets goals, or identify certain external ESG ratings, of the 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, Administrative Agent and the Borrowers (each acting reasonably and in consultation with the Required Lenders Sustainability Structuring Agent) may amend propose an amendment to this Agreement (such amendment, the an “ESG Amendment”) solely for the purpose of incorporating the KPIs KPI Metrics, the SPTs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any . Any such amendment ESG Amendment shall become effective upon execution (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 Sustainability Coordinator Administrative Agent and Lenders constituting comprising the Required Majority Lenders. Upon the effectiveness of any such ESG Amendment, based on the Borrowers’ performance against the KPIsKPI Metrics and SPTs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Pricing Adjustments”) to the otherwise applicable Commitment Fee, Applicable Percentage Margin and LC Participation Unused Line Fee will may be made; provided provided, that (i) the amount of such adjustments ESG Pricing Adjustments shall not result in a exceed an increase and/or decrease of (ix) with respect to the Applicable Margin, 0.05% per annum and (y) with respect to the Unused Line Fee, 0.01% per annum, in each case, in the case aggregate for all KPI Metrics (the provisions of this proviso, the Commitment Fee, more than one (1“Sustainability Adjustment Limitations”) basis point from the otherwise applicable Commitment Fee and (ii) in the case of no event shall the Applicable Percentage Margin or the Unused Line Fee be less than 0.00%. For the avoidance of doubt the ESG Pricing Adjustments shall not be cumulative year-over-year and LC Participation Fee, more than five (5) shall apply on an annual basis points from the otherwise applicable Applicable Percentage or LC Participation Fee, as applicableonly. The KPIsKPI Metrics, the Borrowers’ performance against the KPIsKPI Metrics, and any related pricing adjustments ESG Pricing Adjustments resulting therefrom therefrom, will be determined based on certain Borrower certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs KPI Metrics in a manner that is aligned with the Sustainability Linked Loan Principles (as last published in March 2022 by the Loan Market Association, Asia Pacific Loan Market Association and agreed between Loan Syndications & Trading Association, and as further amended, revised or updated from time to time), including with respect to the Borrowers calculation, certification and the Sustainability Coordinator (each acting reasonably)measurement thereof. Following the effectiveness of an ESG Amendment, any modification to the ESG Amendment:Pricing Provisions shall be subject only to the consent of the Borrowers, the Administrative Agent and the Majority Lenders so long as such modification does not have the effect of (1) increasing the Sustainability Adjustment Limitations set forth in the ESG Amendment or (2) reducing the Applicable Margin or the Unused Line Fee to less than 0.00%.

Sustainability Adjustments. (a) After the Amendment Closing Date, the BorrowersThe Parent, in consultation with the Sustainability CoordinatorAdministrative Agent, shall be entitled to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrowers Parent and its Subsidiaries. The Sustainability Coordinator, Administrative Agent and the Borrowers and the Required Lenders may amend this Agreement (such amendment, the “ESG Amendment”) with respect to one or more Class of Loans and/or Commitments solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective upon execution by at 5:00 p.m., New York City time, on the Borrowerstenth 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 Sustainability Coordinator Parent and Lenders constituting the Required LendersAdministrative Agent. Upon the effectiveness of any such ESG Amendment, based on the BorrowersParent’s and/or its Subsidiaries’ performance against the KPIs, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Applicable Commitment Fee, Fee Rate and/or Applicable Percentage Margin for such Class of Loans and LC Participation Fee Commitments will be made; made; provided that the amount of such adjustments shall not result in a decrease of exceed (i) in the case of the Commitment Fee, more than one (1) basis point from the otherwise applicable Applicable Commitment Fee Rate, an increase and/or decrease of 0.05% and (ii) in the case of the Applicable Percentage and LC Participation FeeMargin, more an increase and/or decrease of 0.05%, provided that in no event shall the Applicable Margin be less than five (5) basis points from the otherwise applicable Applicable Percentage or LC Participation Fee, as applicablezero. The KPIs, the Borrowers’ performance against the KPIs, and any related pricing adjustments resulting therefrom pursuant to the KPIs will be determined based on certain certificatesrequire, reports among other things, reporting and other documents, in each case, setting forth validation of the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and agreed between the Borrowers Parent and the Sustainability Coordinator Administrative Agent (each acting reasonably). Following the effectiveness of the ESG Amendment:

Sustainability Adjustments. (a) After the Amendment Closing 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 Key Performance Indicators (“KPIsKPI’s”) with respect to certain environmentalEnvironmental, social Social and governance Governance (“ESG”) targets of the Borrowers Company and its Subsidiaries. The Sustainability Coordinator, the Borrowers and Agent, the Required Lenders and the Borrowers may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPIs KPI’s 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 BorrowersCompany’s and its Subsidiaries’ performance against the KPIsKPI’s, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Commitment Fee, Unused Line Fee and Applicable Percentage and LC Participation Fee Margins will be made; provided that the amount of such adjustments shall not result in a decrease of exceed (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 Percentage 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 documentsMargins, in each case, setting forth determined based upon the calculation 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 KPIs 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 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 Fourth Amendment Closing Effective Date, the BorrowersAdministrative Borrower, at its option, and in consultation with the Sustainability CoordinatorCoordinator and Agent, shall be entitled to establish specified key performance indicators (“KPIsKPI’s”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrowers WS and its Restricted Subsidiaries. The Sustainability CoordinatorAgent, the Borrowers Sustainability Coordinator and the Required Lenders Administrative Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPIs KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective upon execution by with the Borrowers, the Sustainability Coordinator and Lenders constituting written consent of the Required Lenders. Upon the effectiveness of any such ESG Amendment, based on the BorrowersWS’ and its Restricted Subsidiaries’ performance against the KPIsKPI’s, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Commitment Fee, unused line fees pursuant to Section 3.2.1 and the Applicable Percentage and LC Participation Fee Margin will be made; provided that the amount of such adjustments shall not result exceed, in a decrease 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 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 Percentage 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 documentsMargin, in each case, setting forth determined based upon the calculation applicable rating on the effective date of the ESG Amendment, and the adjustments to the Applicable Margin for Base Rate Loans and Canadian Prime Rate Loans shall be the same amount, in basis points, as the 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 otherwise 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 KPIs KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles 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 reducing the unused line fees payable pursuant to Section 3.2.1 or the Applicable Margin to a level not otherwise permitted by this paragraph shall be subject to the consent of the Required Lenders.

Sustainability Adjustments. (a) After the Amendment Closing Date, the BorrowersBorrower, in consultation with the Sustainability Coordinator, shall be entitled to establish specified key performance indicators Key Performance Indicators (“KPIsKPI’s”) with respect to certain environmentalEnvironmental, social Social and governance Governance (“ESG”) targets of the Borrowers Holdings and its Subsidiaries. The Sustainability Coordinator, the Borrowers Coordinator and the Required Lenders Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPIs KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective upon execution by at 5:00 p.m. (New York City time) on the Borrowersfifth 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 Sustainability Coordinator and Required Lenders constituting 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 the effectiveness of any such ESG Amendment, based on the BorrowersHoldings’ performance against the KPIsKPI’s, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Commitment Fee, Applicable Percentage and LC Participation Fee Rate will be made; provided that the amount of such adjustments shall not result in a decrease of exceed (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 Percentage and LC Participation Fee, more than five (5) basis points from the otherwise applicable Applicable Percentage or LC Participation FeeRate for Term SOFR Loans determined based upon the Applicable Rate on the effective date of the ESG Amendment, and the adjustments to the Applicable Rate for Base Rate Loans shall be the same amount, in basis points, as applicablethe adjustments to the Applicable Rate for Term SOFR Loans or (ii) a 0.01% increase and/or a 0.01% decrease in the otherwise applicable unused commitment fee payable pursuant to Section 2.09(a). The KPIs, the Borrowers’ performance against the KPIs, and any related pricing adjustments resulting therefrom pursuant to the KPI’s will be determined based on certain certificatesrequire, reports among other things, reporting and other documents, in each case, setting forth validation of the calculation and measurement of the KPIs KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles and is to be agreed between the Borrowers 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 reducing the Commitment Fee payable pursuant to Section 2.09(a), Applicable Rate for Base Rate Loans or Applicable Rate for Term SOFR Loans to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Required Lenders.

Sustainability Adjustments. (a) After the Fourth Amendment Closing Effective Date, the Borrowers, in consultation with the Sustainability Coordinator, shall be entitled to establish specified key performance indicators Key Performance Indicators (“KPIsKPI’s”) with respect to certain environmentalEnvironmental, social Social and governance Governance (“ESG”) targets of the Borrowers Company and its Subsidiaries. The Sustainability Coordinator, Coordinator and the Borrowers and the Required Lenders may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPIs KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement, with the written consent of each Lender and any such amendment shall become effective upon execution by the Borrowers, the Sustainability Coordinator each Issuing Bank directly and Lenders constituting the Required Lendersadversely affected thereby. Upon the effectiveness of any such ESG Amendment, based on the Borrowers’ Company’s performance against the KPIsKPI’s, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Commitment FeeUnused Line Fee Rate, Applicable Percentage Margin for U.S. Base Rate Loans, Canadian Base Rate Loans and LC Participation Fee Canadian Prime Rate Loans, and Applicable Margin for LIBO Rate Loans and CDOR Rate Loans will be made; provided that the amount of such adjustments shall not result in a decrease of exceed (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 Percentage 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, Margin for LIBO Rate Loans and any related pricing adjustments resulting therefrom will be determined based on certain certificates, reports and other documentsCDOR Rate Loans, in each case, setting forth determined based upon the calculation applicable rating on the effective date of the ESG Amendment, and the adjustments to the Applicable Margin for U.S. Base Rate Loans, Canadian Base Rate Loans and Canadian Prime Rate Loans shall be the same amount, in basis points, as the adjustments to the Applicable Margin for LIBO Rate Loans and CDOR Rate Loans or (ii) a 0.01% increase and/or a 0.01% decrease in the otherwise applicable unused commitment fee payable pursuant to Section 2.05(a). The pricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the measurement of the KPIs KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles and is to be agreed between the 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 reducing the unused commitment fee payable pursuant to Section 2.05(a), the Applicable Margin for U.S. Base Rate Loans, Canadian Base Rate Loans and Canadian Prime Rate Loans or Applicable 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.

Sustainability Adjustments. (a) After the Amendment Closing Date, the Borrowers4.7.i.The Borrower Agent, in consultation with the Sustainability Coordinator, shall be entitled to establish specified key performance indicators Key Performance Indicators (“KPIsKPI’s”) with respect to certain environmentalEnvironmental, social Social and governance Governance (“ESG”) targets of the Borrowers Parent and its Subsidiaries. The Sustainability Coordinator, the Borrowers Coordinator and the Required Lenders Obligors may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPIs KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective upon execution by at 5:00 p.m. on the Borrowersfifth 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 Sustainability Coordinator and Required Lenders constituting 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 the effectiveness of any such ESG Amendment, based on the Borrowers’ Parent’s performance against the KPIsKPI’s, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Commitment FeeApplicable Margin for all Loans, Applicable Percentage U.S. Unused Line Fee Rate, Canadian Unused Line Fee Rate, U.K./Dutch Unused Line Fee Rate, and LC Participation German Unused Line Fee Rate will be made; provided provided, that the amount of such adjustments shall not result in a decrease of exceed (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 Percentage and LC Participation Fee, more than five (5) basis points from the otherwise applicable Applicable Percentage Margin for Loans, or LC Participation Fee(ii) a 0.01% increase and/or a 0.01% decrease in the otherwise applicable U.S. Unused Line Fee Rate, as applicableCanadian 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 KPIs, the Borrowers’ performance against the KPIs, and any related pricing adjustments resulting therefrom pursuant to the KPI’s will be determined based on certain certificatesrequire, reports among other things, reporting and other documents, in each case, setting forth validation of the calculation and measurement of the KPIs 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 an auditor, 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 reducing the U.S. Unused Line Fee Rate, Canadian Unused Line Fee Rate, U.K./Dutch Unused Line Fee Rate and German Unused Line Fee Rate payable pursuant to Section 3.2.1 or the Applicable Margin for Loans to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Required Lenders.

Sustainability Adjustments. (a) After the Third Amendment Closing Effective Date, the Borrowers, in consultation with Borrower Agent and the Sustainability Coordinator, Coordinator shall be entitled to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrowers MLP Parent and its Restricted Subsidiaries. The Sustainability Coordinator, the Borrowers and the Required Lenders may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective 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 Borrowers’ performance of MLP Parent and its Restricted Subsidiaries against the KPIs, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Commitment Unused Line Fee, Applicable Percentage Margin and LC Participation Fee will be made; provided that the amount of such adjustments shall not result in a decrease an adjustment of (ix) in the case of the Commitment Unused Line Fee, more than one (1) basis point from the otherwise applicable Commitment Unused Line Fee and (iiy) in the case of the Applicable Percentage Margin and LC Participation Fee, more than five (5) basis points from the otherwise applicable Applicable Percentage Margin or LC Participation Fee, as applicable. The KPIs, the Borrowers’ 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, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and agreed between the Borrowers Borrower Agent and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of the ESG Amendment:.