Common use of ESG Adjustments Clause in Contracts

ESG Adjustments. (a) The Borrower, in consultation with the Sustainability Coordinator, shall be entitled, in its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its Subsidiaries. The Sustainability Coordinator and the Borrower, with the consent of the Required Lenders, may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Adjustments”) to the otherwise applicable Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, and the Facility Fee may be made; provided, that the amount of such adjustments shall not exceed (i) in the case of the Applicable Margin for the Facility Fee, an increase and/or decrease of 0.005% for any one KPI, or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Margin for Term SOFR Advances, ABR Advances, and Letter of Credit Participation Fees, an increase and/or decrease of 0.02% for any one KPI, or 0.04% in the aggregate for all KPIs; provided, that, in no event shall the Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, or the Facility Fee be less than zero. The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Margin 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 to be mutually agreed between the Borrower and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, or the Facility Fee to a level not otherwise permitted by this Section 2.14(a).

ESG Adjustments. (a) The a)After the Second Amendment Effective Date, the Borrower, in consultation with the Sustainability CoordinatorStructuring Agent, shall be entitled, in its sole discretionbut shall not be required, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its Subsidiaries. The Sustainability Coordinator Structuring Agent and the Borrower, with the consent of the Required Lenders, Borrower may amend this Agreement (such amendment, an “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 at 5:00 p.m. on the fifth (5th) 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 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 Structuring Agent. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Adjustments”) to the otherwise applicable Applicable Margin for Term SOFR Advances, ABR Advances, Letter applicable to the Revolving Credit Facility (and as it applies to the fees payable on the Letters of Credit Participation Fees, and Credit) will be made (but no adjustments shall be permitted to the Facility Fee may Fee); provided that such adjustments shall be made; provided, made in two steps based on two appropriate KPIs and that the amount of all such adjustments shall not exceed (i) in the case of the Applicable Margin for the Facility Fee, an increase and/or decrease of 0.005% for any one KPI, or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Margin for Term SOFR Advances, ABR Advances, and Letter of Credit Participation Fees, an increase and/or a decrease of 0.02% for any one KPI, or 0.04% in the aggregate for all KPIs; provided, that, in no event shall the Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, or the Facility Fee be less than zeroper annum. The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Margin 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 to be mutually agreed between the Borrower and the Sustainability Coordinator Structuring Agent (each acting reasonably). Following the effectiveness of an any ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, or the Facility Fee to a level not otherwise permitted by this Section 2.14(a)2.25.

ESG Adjustments. (a) The BorrowerAfter the Closing Date, in consultation with the Borrower and the Sustainability Coordinator, shall be entitled, in its sole discretion, entitled to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its Subsidiaries. The Sustainability Coordinator and the Borrower, with the consent of the Required Lenders, Borrower may amend this Agreement (such amendment, an “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 at 5:00 p.m. on the tenth (10th) 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 the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin Rate for Term SOFR AdvancesLoans, ABR AdvancesTerm SOFR Daily Floating Rate Loans, Base Rate Loans and Letter of Credit Participation Fees, and the Facility Fee may Fees will be made; provided, that the amount of such adjustments shall not exceed (i) in the case of the Applicable Margin Rate for the Facility FeeTerm SOFR Loans, Term SOFR Daily Floating Rate Loans, Base Rate Loans, and Letter of Credit Fees, an increase and/or decrease of 0.0050.01% for any one KPI, or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Margin for Term SOFR Advances, ABR Advances, and Letter of Credit Participation Fees, an increase and/or decrease of 0.02% for any one KPI, or 0.04% in the aggregate for all KPIs; provided, thatfurther, that in no event shall the Applicable Margin Rate for Term SOFR AdvancesLoans, ABR AdvancesTerm SOFR Daily Floating Rate Loans, Base Rate Loans, or Letter of Credit Participation Fees, or the Facility Fee Fees be less than zero. The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Margin Rate Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin Rate for Term SOFR AdvancesLoans, ABR AdvancesTerm SOFR Daily Floating Rate Loans, Base Rate Loans, or Letter of Credit Participation Fees, or the Facility Fee Fees to a level not otherwise permitted by this Section 2.14(a2.17(a).

ESG Adjustments. (a) The BorrowerBorrowers, in consultation with the Sustainability Coordinator, shall be entitled, in its sole discretion, to may establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its SubsidiariesBorrowers. The Sustainability Coordinator and the Borrower, with the consent of the Required Lenders, Borrowers may amend this Agreement (such amendment, an 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 at 5:00 p.m. (Eastern time), on the tenth (10th) Business Day after the Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Agent written notice that such Required Lenders object to such ESG Amendment. If the Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrowers and the Sustainability Coordinator. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s Borrowers’ performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Adjustments”) to the otherwise applicable Applicable Base Rate Margin, Applicable SOFR Rate Margin for Term SOFR Advances, ABR Advances, and Applicable Letter of Credit Participation Fees, and the Facility Fee may Percentage will be made; provided, provided that the amount of such adjustments shall not exceed five (i5.0) in the case of the Applicable Margin for the Facility Feebasis points, an increase and/or decrease of 0.005% for any one KPI, or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Margin for Term SOFR Advances, ABR Advances, and Letter of Credit Participation Fees, an increase and/or decrease of 0.02% for any one KPI, or 0.04% in the aggregate for all KPIs; provided, that, provided that in no event shall the Applicable Base Rate Margin, Applicable SOFR Rate Margin for Term SOFR Advances, ABR Advances, or Applicable Letter of Credit Participation Fees, or the Facility Fee Percentage be less than zero. The KPIspricing adjustments pursuant to the KPIs will require, among other things, reporting and validation of the Borrower’s performance against the KPIs, and any related ESG Applicable Margin 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 United States Mine Safety and Health Administration or other independent governmental organization and is to be mutually agreed between the Borrower Borrowers and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of an the ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, or the Facility Fee to a level not otherwise permitted by this Section 2.14(a).:

ESG Adjustments. (a) The After the Closing Date but prior to the date that is twenty-four (24) months thereafter, the Borrower, in consultation with the Sustainability CoordinatorAgent, shall be entitled, in its sole discretion, entitled to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its SubsidiariesSubsidiaries with such KPIs and ESG targets being reasonably aligned with the Sustainability Linked Loan Principles. The Sustainability Coordinator Agent and the Borrower, with the consent of the Required Lenders, Borrower may amend this Agreement (such amendment, an the “ESG Amendment”) ), solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, with the consent of the Administrative Agent, the Borrower and Lenders constituting the Required Lenders. In the event that Required Lenders do not consent to any such ESG Amendment, an alternative ESG Amendment may be proposed and effectuated, subject to the consents required pursuant to the immediately preceding sentence. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Adjustments”) to the otherwise applicable commitment fee payable pursuant to Section 2.6, Applicable Margin for Term SOFR AdvancesLoans, ABR Advances, Term SOFR Daily Floating Rate Loans and Letter of Credit Participation FeesFee, and the Facility Fee may Applicable Margin for Base Rate Loans will be made; provided, that the amount of such adjustments shall not exceed (i) in the case of the Applicable Margin for the Facility Feecommitment fee payable pursuant to Section 2.6, an increase and/or decrease of 0.005% for any one KPI, or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Margin for Term SOFR AdvancesLoans, ABR Advances, Term SOFR Daily Floating Rate Loans and Letter of Credit Participation FeesFee and Applicable Margin for Base Rate Loans, an increase and/or decrease of 0.02% 0.05%, and the adjustments to the Applicable Margin for any one KPIBase Rate Loans shall be the same amount, or 0.04% in basis points, as the aggregate adjustments to the Applicable Margin for all KPIsTerm SOFR Loans, Term SOFR Daily Floating Rate Loans and Letter of Credit Fee; provided, that, further that in no event shall the Applicable Margin for Term SOFR Advancesany commitment fee, ABR Advances, Loan or Letter of Credit Participation Fees, or the Facility Fee be less than zero. The KPIspricing adjustments pursuant to the KPIs will require, among other things, reporting and validation of the Borrower’s performance against the KPIs, and any related ESG Applicable Margin 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 is to be mutually agreed between the Borrower and the Sustainability Coordinator Agent (each all acting reasonably). The ESG Amendment will not impose any requirement on the Sustainability Agent to assess, monitor, report and/or validate the KPIs. Following the effectiveness of an the ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, or the Facility Fee to a level not otherwise permitted by this Section 2.14(a).:

ESG Adjustments. (a) The After the Closing Date, the Borrower, in consultation with the Sustainability CoordinatorAgent, shall be entitled, in its sole discretion, entitled to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its SubsidiariesSubsidiaries with such KPIs and ESG targets being reasonably aligned with the Sustainability Linked Loan Principles. The Sustainability Coordinator Agent and the Borrower, with the consent of the Required Lenders, Borrower may amend this Agreement (such amendment, an the “ESG Amendment”) ), solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, with the consent of the Administrative Agent, the Borrower and Lenders constituting the Required Lenders. In the event that Required Lenders do not consent to any such ESG Amendment, an alternative ESG Amendment may be proposed and effectuated, subject to the consents required pursuant to the immediately preceding sentence. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Adjustments”) to the otherwise applicable commitment fee payable pursuant to Section 2.6, Applicable Margin for Term SOFR AdvancesLoans, ABR Advances, Term SOFR Daily Floating Rate Loans and Letter of Credit Participation FeesFee, and the Facility Fee may Applicable Margin for Base Rate Loans will be made; provided, that the amount of such adjustments shall not exceed (i) in the case of the Applicable Margin for the Facility Feecommitment fee payable pursuant to Section 2.6, an increase and/or decrease of 0.005% for any one KPI, or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Margin for Term SOFR AdvancesLoans, ABR Advances, Term SOFR Daily Floating Rate Loans and Letter of Credit Participation FeesFee and Applicable Margin for Base Rate Loans, an increase and/or decrease of 0.02% 0.05%, and the adjustments to the Applicable Margin for any one KPIBase Rate Loans shall be the same amount, or 0.04% in basis points, as the aggregate adjustments to the Applicable Margin for all KPIsTerm SOFR Loans, Term SOFR Daily Floating Rate Loans and Letter of Credit Fee; provided, that, further that in no event shall the Applicable Margin for Term SOFR Advancesany commitment fee, ABR Advances, Loan or Letter of Credit Participation Fees, or the Facility Fee be less than zero. The KPIspricing adjustments pursuant to the KPIs will require, among other things, reporting and validation of the Borrower’s performance against the KPIs, and any related ESG Applicable Margin 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 is to be mutually agreed between the Borrower and the Sustainability Coordinator Agent (each all acting reasonably). The ESG Amendment will not impose any requirement on the Sustainability Agent to assess, monitor, report and/or validate the KPIs. Following the effectiveness of an the ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, or the Facility Fee to a level not otherwise permitted by this Section 2.14(a).:

ESG Adjustments. (a) The BorrowerAfter the Second Amendment Effective Date, the Company, in consultation with the Sustainability Coordinator, shall be entitled, in its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower Company and its Subsidiaries. The Sustainability Coordinator and the Borrower, with the consent of the Required Lenders, Company may amend this Agreement (such amendment, an “ESG Amendment”) solely for the CHAR1\0000000x0 purpose of incorporating the KPIs 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 tenth (10th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Company unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Company) written notice that such Required Lenders object to such ESG Amendment. In the event that 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 Company and the Sustainability Coordinator. Upon the effectiveness of any such ESG Amendment, based on the BorrowerCompany’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin Rate for LIBOR Rate Loans, Term SOFR AdvancesLoans, ABR AdvancesAlternative Currency Loans, Base Rate Loans, Canadian Prime Rate Loans, Letter of Credit Participation Fees, the Commitment Fee, and the Facility Term A-3 Loan Ticking Fee may will be made; provided, that further, that, the amount of such adjustments shall not exceed (i) in the case of the Applicable Margin Rate for the Facility Commitment Fee and the Term A-3 Loan Ticking Fee, an increase and/or decrease of 0.005% for any one KPI, or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Margin Rate for LIBOR Rate Loans, Term SOFR AdvancesLoans, ABR AdvancesAlternative Currency Loans, Base Rate Loans, Canadian Prime Rate Loans, and Letter of Credit Participation Fees, an increase and/or decrease of 0.02% for any one KPI, or 0.04% in the aggregate for all KPIs0.05%; provided, that, in no event shall the Applicable Margin Rate for LIBOR Rate Loans, Term SOFR AdvancesLoans, ABR AdvancesAlternative Currency Loans, Base Rate Loans, Canadian Prime Rate Loans, Letter of Credit Participation Fees, the Commitment Fee, or the Facility Term A-3 Loan Ticking Fee be less than zero. The KPIs, the BorrowerCompany’s performance against the KPIs, and any related ESG Applicable Margin Rate 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 to be mutually agreed between the Borrower Company and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin Rate for LIBOR Rate Loans, Term SOFR AdvancesLoans, ABR AdvancesAlternative Currency Loans, Base Rate Loans, Canadian Prime Rate Loans, Letter of Credit Participation Fees, the Commitment Fee, or the Facility Term A-3 Loan Ticking Fee to a level not otherwise permitted by this Section 2.14(a2.20(a).

ESG Adjustments. (ai) The Prior to the 12 month anniversary of the Effective Date (or, upon the request of the Borrower and with the consent of the Administrative Agent and the Requisite Lenders prior to such date, such later date not to exceed the 24 month anniversary of the Effective Date), the Borrower, in consultation with the Sustainability CoordinatorStructuring Agent, shall be entitled, may in its sole discretion, discretion seek to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets goals of the Borrower and its SubsidiariesSubsidiaries (such indicators, “ESG KPI Metrics”) and thresholds or targets with respect thereto (in either case, such thresholds or targets, “SPTs”). The Sustainability Coordinator Administrative Agent and the Borrower, Borrower (each acting reasonably and in consultation with the consent of the Required Lenders, Sustainability Structuring Agent) may amend propose an amendment to this Agreement (such amendment, 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. 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, (iii) the identification, and engagement at the Borrower’s cost and expense, of a sustainability assurance provider, which shall be a qualified external reviewer of nationally recognized standing, independent of the Borrower and its 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 at least the Requisite Lenders. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIsKPI Metrics and SPTs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, and the Facility Fee may be made; provided, provided that (x) the amount of any such adjustments made pursuant to an ESG Amendment shall not exceed (i) result in the case a decrease or an increase of more than 0.020% in the Applicable Margin for during any fiscal year, which pricing adjustments shall be applied in accordance with the Facility Fee, an increase and/or decrease of 0.005% for any one KPI, or 0.01% terms as further described in the aggregate for all KPIs ESG Pricing Provisions and (iiy) in the case of the Applicable Margin for Term SOFR Advances, ABR Advances, and Letter of Credit Participation Fees, an increase and/or decrease of 0.02% for any one KPI, or 0.04% in the aggregate for all KPIs; provided, that, in no event shall the any Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, or the Facility Fee be less than zerozero (the provisions of this proviso, the “Sustainability Adjustment Limitations”). For the avoidance of doubt, the ESG Applicable Rate Adjustments shall not be cumulative year-over-year and shall only apply until the date on which the next adjustment is due to take place. The KPIsKPI Metrics, the Borrower’s performance against the KPIsKPI Metrics, and any related ESG Applicable Margin Rate Adjustments resulting 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 Principles, including with respect to the selection, setting, calculation, certification and to be mutually agreed between the Borrower 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 Required Borrower, the Administrative Agent and the Requisite Lenders so long as such modification does not have the effect of (1) increasing or decreasing the Sustainability Adjustment Limitations set forth in the ESG Amendment or (2) reducing the any Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, or the Facility Fee to a level not otherwise permitted by this Section 2.14(a)less than zero.

ESG Adjustments. (a) The BorrowerAfter the Closing Date, Xxxxx, in consultation with the Sustainability Coordinator, shall be entitled, in its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower Xxxxx and its Subsidiaries. The Sustainability Coordinator and the Borrower, with the consent of the Required Lenders, Xxxxx may amend this Agreement (such amendment, an “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 at 5:00 p.m. on the tenth (10th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and Xxxxx unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent (who shall promptly notify Xxxxx) 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, Xxxxx and the Sustainability Coordinator. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s Xxxxx’x performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin Rate for Term Eurodollar Rate Loans, Alternative CurrencyTerm SOFR AdvancesLoans, ABR AdvancesBase Rate Loans, Canadian Prime Rate Loans, Swing Line Loans, Letter of Credit Participation Fees, the Acceptance Fees, and the Facility Fee may Fees will be made; provided, that further, that, the amount of such adjustments shall not exceed (i) in the case of the Applicable Margin Rate for the Facility FeeFees, an increase and/or decrease of 0.005% for any one KPI, or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Margin Rate for Term Eurodollar Rate Loans, Alternative CurrencyTerm SOFR AdvancesLoans, ABR AdvancesBase Rate Loans, and Canadian Prime Rate Loans, Swing Line Loans, Letter of Credit Participation Fees, and the Acceptance Fees, an increase and/or decrease of 0.02% for any one KPI, or 0.04% in the aggregate for all KPIs%; provided, that, in no event shall the Applicable Margin Rate for Term Eurodollar Rate Loans, Alternative CurrencyTerm SOFR AdvancesLoans, ABR AdvancesBase Rate Loans, Canadian Prime Rate Loans, Swing Line Loans, Letter of Credit Participation Fees, Acceptance Fees, or the Facility Fee Fees be less than zero. The KPIs, the Borrower’s Xxxxx’x performance against the KPIs, and any related ESG Applicable Margin Rate Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower Xxxxx and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin Rate for Term Eurodollar Rate Loans, Alternative CurrencyTerm SOFR AdvancesLoans, ABR AdvancesBase Rate Loans, Canadian Prime Rate Loans, Swing Line Loans, Letter of Credit Participation Fees, Acceptance Fees, or the Facility Fee Fees to a level not otherwise permitted by this Section 2.14(a2.20(a).

ESG Adjustments. (a) The BorrowerAfter the Closing Date, Ryder, in consultation with the Sustainability Coordinator, shall be entitled, in its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower Ryder and its Subsidiaries. The Sustainability Coordinator and the Borrower, with the consent of the Required Lenders, Ryder may amend this Agreement (such amendment, an “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 at 5:00 p.m. on the tenth (10th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and Ryder unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent (who shall promptly notify Ryder) 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, Ryder and the Sustainability Coordinator. Upon the effectiveness of any such ESG Amendment, based on the BorrowerRyder’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin Rate for Term SOFR AdvancesEurodollar Rate Loans, ABR AdvancesAlternative Currency Loans, Base Rate Loans, Canadian Prime Rate Loans, Swing Line Loans, Letter of Credit Participation Fees, the Acceptance Fees, and the Facility Fee may Fees will be made; provided, that further, that, the amount of such adjustments shall not exceed (i) in the case of the Applicable Margin Rate for the Facility FeeFees, an increase and/or decrease of 0.005% for any one KPI, or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Margin Rate for Term SOFR AdvancesEurodollar Rate Loans, ABR AdvancesAlternative Currency Loans, and Base Rate Loans, Canadian Prime Rate Loans, Swing Line Loans, Letter of Credit Participation Fees, and the Acceptance Fees, an increase and/or decrease of 0.02% for any one KPI, or 0.04% in the aggregate for all KPIs%; provided, that, in no event shall the Applicable Margin Rate for Term SOFR AdvancesEurodollar Rate Loans, ABR AdvancesAlternative Currency Loans, Base Rate Loans, Canadian Prime Rate Loans, Swing Line Loans, Letter of Credit Participation Fees, Acceptance Fees, or the Facility Fee Fees be less than zero. The KPIs, the BorrowerRyder’s performance against the KPIs, and any related ESG Applicable Margin Rate Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower Ryder and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin Rate for Term SOFR AdvancesEurodollar Rate Loans, ABR AdvancesAlternative Currency Loans, Base Rate Loans, Canadian Prime Rate Loans, Swing Line Loans, Letter of Credit Participation Fees, Acceptance Fees, or the Facility Fee Fees to a level not otherwise permitted by this Section 2.14(a2.20(a).

ESG Adjustments. (a) The Borrower, in consultation with the Sustainability CoordinatorStructuring Agent, shall be entitled, in its sole discretionbut shall not be required, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its Subsidiaries. The Sustainability Coordinator Structuring Agent and the Borrower, with the consent of the Required Lenders, Borrower may amend this Agreement (such amendment, an “ESG AmendmentAmendment (Revolving Credit Facility)”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing ProvisionsProvisions (Revolving Credit Facility)”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth (5th) 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 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 (Revolving Credit Facility). In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment (Revolving Credit Facility), an alternative ESG Amendment (Revolving Credit Facility) may be effectuated with the consent of the Required Lenders, the Borrower and the Sustainability Structuring Agent. Upon the effectiveness of any such ESG AmendmentAmendment (Revolving Credit Facility), based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin AdjustmentsAdjustments (Revolving Credit Facility)”) to the otherwise applicable Applicable Margin for Term SOFR Advances, ABR Advances, Letter applicable to the Revolving Credit Facility (and as it applies to the fees payable on the Letters of Credit Participation Fees, and Credit) will be made (but no adjustments shall be permitted to the Facility Fee may Fee); provided that such adjustments shall be made; provided, made in two steps based on two appropriate KPIs and that the amount of all such adjustments shall not exceed (i) in the case of the Applicable Margin for the Facility Fee, an increase and/or decrease of 0.005% for any one KPI, or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Margin for Term SOFR Advances, ABR Advances, and Letter of Credit Participation Fees, an increase and/or a decrease of 0.02% for any one KPI, or 0.04% in the aggregate for all KPIs; provided, that, in no event shall the Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, or the Facility Fee be less than zeroper annum. The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Margin Adjustments (Revolving Credit Facility) 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 to be mutually agreed between the Borrower and the Sustainability Coordinator Structuring Agent (each acting reasonably). Following the effectiveness of an any ESG AmendmentAmendment (Revolving Credit Facility), any modification to the ESG Pricing Provisions (Revolving Credit Facility) shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin for Term SOFR Advances, ABR Advances, Letter of applicable to the Revolving Credit Participation Fees, Facility or the Facility Fee to a level not otherwise permitted by this Section 2.14(a)2.25.

ESG Adjustments. (ai) The Prior to the 12 month anniversary of the Effective Date, the Borrower, in consultation with the Sustainability CoordinatorStructuring Agent, shall be entitled, may in its sole discretion, discretion seek to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets goals of the Borrower and its SubsidiariesSubsidiaries (such indicators, “ESG KPI Metrics”) and thresholds or targets with respect thereto (in either case, such thresholds or targets, “SPTs”). The Sustainability Coordinator Administrative Agent and the Borrower, Borrower (each acting reasonably and in consultation with the consent of the Required Lenders, Sustainability Structuring Agent) may amend propose an amendment to this Agreement (such amendment, 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. 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, (iii) the identification, and engagement at the Borrower’s cost and expense, of a sustainability assurance provider, which shall be a qualified external reviewer of nationally recognized standing, independent of the Borrower and its 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 at least the Requisite Lenders. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIsKPI Metrics and SPTs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, and the Applicable Facility Fee may be made; provided, provided that (x) the amount of any such adjustments made pursuant to an ESG Amendment shall not exceed (i) result in the case a decrease or an increase of more than 0.040% in the Applicable Margin for during any fiscal year, which pricing adjustments shall be applied in accordance with the Facility Feeterms as further described in the ESG Pricing Provisions, (y) the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or an increase and/or decrease of 0.005% for any one KPI, or 0.01more than 0.010% in the aggregate for all KPIs Applicable Facility Fee during any fiscal year, which pricing adjustments shall be applied in accordance with the terms as further described in the ESG Pricing Provisions and (iiz) in the case of the Applicable Margin for Term SOFR Advances, ABR Advances, and Letter of Credit Participation Fees, an increase and/or decrease of 0.02% for any one KPI, or 0.04% in the aggregate for all KPIs; provided, that, in no event shall the any Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, or the Applicable Facility Fee be less than zerozero (the provisions of this proviso, the “Sustainability Adjustment Limitations”). For the avoidance of doubt, the ESG Applicable Rate Adjustments shall not be cumulative year-over-year and shall only apply until the date on which the next adjustment is due to take place. The KPIsKPI Metrics, the Borrower’s performance against the KPIsKPI Metrics, and any related ESG Applicable Margin Rate Adjustments resulting 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 Principles, including with respect to the selection, setting, calculation, certification and to be mutually agreed between the Borrower 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 Required Borrower, the Administrative Agent and the Requisite Lenders so long as such modification does not have the effect of (1) increasing or decreasing the Sustainability Adjustment Limitations set forth in the ESG Amendment or (2) reducing the any Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, or the Applicable Facility Fee to a level not otherwise permitted by this Section 2.14(a)less than zero.

ESG Adjustments. (a) The BorrowerAfter the Closing Date, the Company, in consultation with the Sustainability Coordinator, shall be entitled, in its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower Company and its Subsidiaries. The Sustainability Coordinator and the Borrower, with the consent of the Required Lenders, Company may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this AgreementAgreement with the consent of the Required Lenders, the Company and the Sustainability Coordinator. Upon the effectiveness of any such ESG Amendment, based on the BorrowerCompany’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin Rate for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, Loans and the Facility Fee may Base Rate Loans will be made; providedprovided that, that the amount of such adjustments shall not exceed (i) exceed, in the case of the Applicable Margin Rate for the Facility FeeTerm SOFR Loans and Base Rate Loans, an increase and/or decrease of 0.005% for any one KPI, or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Margin for Term SOFR Advances, ABR Advances, and Letter of Credit Participation Fees, an increase and/or decrease of 0.02% for any one KPI, or 0.04% in the aggregate for all KPIs0.05%; provided, further, that, in no event shall the Applicable Margin Rate for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, Loans or the Facility Fee Base Rate Loans be less than zero. The KPIs, the BorrowerCompany’s performance against the KPIs, and any related ESG Applicable Margin Rate 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 to be mutually agreed between the Borrower Company and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin Rate for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, or the Facility Fee Loans and Base Rate Loans to a level not otherwise permitted by this Section 2.14(a2.16(a).

ESG Adjustments. (a) The After the Closing Date, the Borrower, in consultation with the Sustainability Coordinator, shall be entitled, in its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its Subsidiaries. The Sustainability Coordinator and the Borrower, with the consent of the Required Lenders, Borrower may amend this Agreement (such amendment, an “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 at 5:00 p.m. on the tenth (10th) 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 the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin Rate for Term SOFR AdvancesRevolving Loans, ABR AdvancesSwing Line Loans, Letter of Credit Participation Fees, Fees and the Facility Commitment Fee may will be made; provided, provided that (1) the amount of such adjustments shall not exceed (i) in the case of the Applicable Margin Rate for the Facility Commitment Fee, an increase and/or decrease of 0.005% for any one KPI, or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Margin Rate for Term SOFR AdvancesRevolving Loans, ABR Advances, Swing Line Loans and Letter of Credit Participation Fees, an increase and/or decrease of 0.020.05% for any one KPI, or 0.04% in the aggregate for all KPIs; provided, that, and (2) in no event shall the Applicable Margin Rate for Term SOFR AdvancesRevolving Loans, ABR AdvancesSwing Line Loans, Letter of Credit Participation Fees, or the Facility Commitment Fee be less than zero. The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Margin Rate Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin Rate for Term SOFR AdvancesRevolving Loans, ABR AdvancesSwing Line Loans, Letter of Credit Participation Fees, Fees or the Facility Commitment Fee to a level not otherwise permitted by this Section 2.14(a2.16(a).

ESG Adjustments. (a) The a)​ ​The Borrower, in consultation with the Sustainability CoordinatorStructuring Agent, shall be entitled, in its sole discretion, entitled to establish specified key performance indicators Key Performance Indicators (“KPIs”) with respect to certain environmentalEnvironmental, social Social and governance Governance (“ESG”) targets of the Borrower and its Subsidiaries. The Sustainability Coordinator Structuring Agent and the Borrower, with the consent of the Required Lenders, Borrower may amend this Agreement (such amendment, an 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 at 5:00 p.m. 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 Structuring Agent. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease decrease, or no adjustment) (such adjustments, to the “ESG Applicable Margin Adjustments”) to the otherwise applicable Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, and the Facility Fee may be made; provided, provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not exceed (i) result in an increase or decrease of more than 2.5 basis points in the case of the Applicable Margin for the Facility Fee, an increase and/or decrease of 0.005% for any one KPI, or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Margin for Term SOFR Advances, ABR Advances, and Letter of Credit Participation Fees, an increase and/or decrease of 0.02% for any one KPI, or 0.04% in the aggregate for all KPIsMargin; provided, thatfurther, that in no event shall such adjustments increase the Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, above that in effect on the Closing Date or decrease the Facility Fee be less than Applicable Margin below zero. The KPIspricing adjustments pursuant to the KPIs will require, among other things, reporting and validation of the Borrower’s performance against the KPIs, and any related ESG Applicable Margin 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 at the time of the ESG Amendment and is to be mutually agreed between the Borrower and the Sustainability Coordinator Structuring Agent (each acting reasonably). Following the effectiveness of an the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of reducing the Applicable Margin to a level not otherwise permitted by this Section shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, or the Facility Fee to a level not otherwise permitted by this Section 2.14(a)Lenders.

ESG Adjustments. (a) The BorrowerAfter the Closing Date, the Company, in consultation with the Sustainability Coordinator, shall be entitled, in its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower Company and its Subsidiaries. The Sustainability Coordinator and the Borrower, with the consent of the Required Lenders, Company may amend this Agreement (such amendment, an “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 at 5:00 p.m. on the tenth (10th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Company unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Company) written notice that such Required Lenders object to such ESG Amendment. In the event that 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 Company and the Sustainability Coordinator. Upon the effectiveness of any such ESG Amendment, based on the BorrowerCompany’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin Rate for Eurocurrency Rate Loans, Alternative Currency Term SOFR AdvancesRate Loans, ABR AdvancesBase Rate Loans, Letter of Credit Participation Fees, BA Fees and the Facility Commitment Fee may will be made; providedprovided that, that the amount of such adjustments shall not exceed (i) in the case of the Applicable Margin Rate for the Facility Commitment Fee, an increase and/or decrease of 0.005% for any one KPI, or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Margin Rate for Eurocurrency Rate Loans, Alternative Currency Term SOFR AdvancesRate Loans, ABR AdvancesBase Rate Loans, and Letter of Credit Participation Fees and BA Fees, an increase and/or decrease of 0.02% for any one KPI, or 0.04% in the aggregate for all KPIs0.05%; provided, further, that, in no event shall the Applicable Margin Rate for Eurocurrency Rate Loans, Alternative Currency Term SOFR AdvancesRate Loans, ABR AdvancesBase Rate Loans, Letter of Credit Participation Fees, BA Fees or the Facility Fee Commitment Fees be less than zero. The KPIs, the BorrowerCompany’s performance against the KPIs, and any related ESG Applicable Margin Rate 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 to be mutually agreed between the Borrower Company and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin Rate for Eurocurrency Rate Loans, Alternative Currency Term SOFR AdvancesRate Loans, ABR AdvancesBase Rate Loans, Letter of Credit Participation Fees, or the Facility Fee Fees and BA Fees to a level not otherwise permitted by this Section 2.14(a2.19(a).. 88 150575819

ESG Adjustments. (a) The BorrowerAfter the Closing Date, in consultation with the Domestic Borrowers and the Sustainability Coordinator, shall be entitled, in its sole discretion, entitled to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower Borrowers and its their Subsidiaries. The Sustainability Coordinator and the BorrowerBorrowers, with the consent of the Required Lenders, may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin Rate for Term SOFR AdvancesEurocurrency Rate Loans, ABR AdvancesAlternative Currency Loans, Base Rate Loans, Letter of Credit Participation Fees, and the Facility Commitment Fee may will be made; provided, that further, that, the amount of such adjustments shall not exceed (i) in the case of the Applicable Margin Rate for the Facility Commitment Fee, an increase and/or decrease of 0.005% for any one KPI, or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Margin Rate for Term SOFR AdvancesEurocurrency Rate Loans, ABR AdvancesAlternative Currency Loans, Base Rate Loans, and Letter of Credit Participation Fees, an increase and/or decrease of 0.020.025% for any one KPI, or 0.040.05% in the aggregate for all KPIs; provided, that, in no event shall the Applicable Margin Rate for Term SOFR AdvancesEurocurrency Rate Loans, ABR AdvancesAlternative Currency Loans, Base Rate Loans, Letter of Credit Participation Fees, or the Facility Commitment Fee be less than zero. The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Margin Rate 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 to be mutually agreed between the Borrower Domestic Borrowers and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin Rate for Term SOFR AdvancesEurocurrency Rate Loans, ABR AdvancesAlternative Currency Loans, Base Rate Loans, Letter of Credit Participation Fees, or the Facility Commitment Fee to a level not otherwise permitted by this Section 2.14(a2.18(a).

ESG Adjustments. (a) The After the Agreement Date, the Borrower, in consultation with the Sustainability CoordinatorStructuring Agent and Arrangers, shall be entitled, in its sole discretionbut shall not be required, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance 57 (“ESG”) targets of the Borrower and its Subsidiaries,. The Sustainability Coordinator Structuring Agent, the Arrangers, and the Borrower, with the consent of the Required Lenders, Borrower may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the provisions relating to the KPIs 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 (5th) Business Day after the Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising Requisite Lenders have delivered to the Agent (who shall promptly notify the Borrower) written notice that such Requisite Lenders object to such ESG Amendment. In the event that Requisite Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment (the “Updated ESG Amendment”) may be effectuated with the consent of the Borrower, the Arrangers, and the Sustainability Structuring Agent, and any such Updated ESG Amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising Requisite Lenders have delivered to the Agent (who shall promptly notify the Borrower) written notice that such Requisite Lenders object to such Updated ESG Amendment. Upon the effectiveness of any such ESG Amendment or Updated ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Adjustments”) to the otherwise applicable Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, and the Facility Fee may will be made; providedprovided that (i) such adjustments shall be made in two steps based on two appropriate KPIs, that as mutually agreed by the Borrower and the Sustainability Structuring Agent, (ii) the amount of the initial such adjustments adjustment shall be made upon achievement of an initial such KPI, as mutually agreed by the Borrower and the Sustainability Structuring Agent, which adjustment shall not exceed a decrease of 0.01% per annum, (iiii) in the case amount of the Applicable Margin for second such adjustment shall be made upon achievement of a second such KPI, as mutually agreed by the Facility FeeBorrower and the Sustainability Structuring Agent, which adjustment shall not exceed an increase and/or additional decrease of 0.005% for any one KPI, or 0.01% in per annum, (iv) the aggregate for all KPIs and (ii) in the case amount of the Applicable Margin for Term SOFR Advances, ABR Advances, and Letter of Credit Participation Fees, an increase and/or adjustments described in this sentence shall not exceed a decrease of 0.02% for any one KPIper annum, or 0.04% in the aggregate for all KPIs; provided, that, and (v) in no event shall the Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, or the Facility Fee be less than zero. The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Margin Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, which may include a report from a mutually-agreeable sustainability assurance provider, 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 to be mutually agreed between the Borrower and the Sustainability Coordinator Structuring Agent (each acting reasonably). Following the effectiveness of an any such ESG Amendment or Updated ESG Amendment, as the case may be, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Requisite Lenders so long as such modification does not have the effect of reducing the Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, or the Facility Fee to a level not otherwise permitted by this Section 2.14(a)2.19.

ESG Adjustments. (a) The BorrowerAfter the Closing Date, the Company, in consultation with the Sustainability Coordinator, shall be entitled, in its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower Company and its Subsidiaries. The Sustainability Coordinator and the Borrower, with the consent of the Required Lenders, Company may amend this Agreement (such amendment, an “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 at 5:00 p.m. on the tenth (10th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Company unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Company) written notice that such Required Lenders object to such ESG Amendment. In the event that 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 Company and the Sustainability Coordinator. Upon the effectiveness of any such ESG Amendment, based on the BorrowerCompany’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin Rate for Term SOFR AdvancesLoans, ABR AdvancesAlternative Currency Term Rate Loans, Base Rate Loans, Letter of Credit Participation Fees, BA Fees and the Facility Commitment Fee may will be made; providedprovided that, that the amount of such adjustments shall not exceed (i) in the case of the Applicable Margin Rate for the Facility Commitment Fee, an increase and/or decrease of 0.005% for any one KPI, or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Margin Rate for Term SOFR AdvancesLoans, ABR AdvancesAlternative Currency Term Rate Loans, and Base Rate Loans, Letter of Credit Participation Fees and BA Fees, an increase and/or decrease of 0.02% for any one KPI, or 0.04% in the aggregate for all KPIs0.05%; provided, further, that, in no event shall the Applicable Margin Rate for Term SOFR AdvancesLoans, ABR AdvancesAlternative Currency Term Rate Loans, Base Rate Loans, Letter of Credit Participation Fees, BA Fees or the Facility Fee Commitment Fees be less than zero. The KPIs, the BorrowerCompany’s performance against the KPIs, and any related ESG Applicable Margin Rate 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 to be mutually agreed between the Borrower Company and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin Rate for Term SOFR AdvancesLoans, ABR AdvancesAlternative Currency Term Rate Loans, Base Rate Loans, Letter of Credit Participation Fees, or the Facility Fee Fees and BA Fees to a level not otherwise permitted by this Section 2.14(a2.19(a).

ESG Adjustments. (a1) The After the Effective Date, the Borrower, in consultation with the Sustainability CoordinatorCoordinators, shall be entitled, in its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its Subsidiaries. The Sustainability Coordinator Coordinators and the Borrower, with the consent of the Required Lenders, Borrower may amend this Agreement (any such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such ESG Amendment shall become effective upon the posting of such proposed ESG Amendment to all Lenders and the Borrower and the receipt by the Administrative Agent of executed signature pages and consents to such ESG Amendment from the Borrower, each Sustainability Coordinator and Lenders comprising the Required Lenders. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin for Term SOFR AdvancesLoans, ABR Advances, Letter of Credit Participation Fees, Base Rate Loans and the Facility Fee may will be made; provided, that that, (i) the amount of such adjustments shall not exceed (i) in adjustments, taken together, to the case of the otherwise applicable Applicable Margin for (A) the Facility Fee, shall not exceed an increase and/or decrease of 0.005% for any one KPI, or basis point (0.01% in the aggregate for all KPIs and (ii%) in the case of the Applicable Margin for Term SOFR Advances, ABR Advancesaggregate, and Letter of Credit Participation Fees(B) SOFR Loans and Base Rate Loans, shall not exceed an increase and/or decrease of 0.02% for any one KPI, or four basis points (0.04% %) in the aggregate for all KPIs; providedaggregate, that, and (ii) in no event shall the Applicable Margin for Term SOFR AdvancesLoans, ABR Advances, Letter of Credit Participation Fees, Base Rate Loans or the Facility Fee be less than zerozero percent (0.00%). The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Margin Rate 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 to be mutually agreed between the Borrower and the Sustainability Coordinator Coordinators (each acting reasonably). Following the effectiveness of an ESG Amendment, any modification to the ESG Pricing Provisions 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 Applicable Margin for Term SOFR AdvancesLoans, ABR Advances, Letter of Credit Participation Fees, Base Rate Loans or the Facility Fee to a level that is not otherwise permitted by this Section 2.14(aclause (a).

ESG Adjustments. (a) The BorrowerBorrowers, in consultation with the Sustainability Coordinator, shall be entitled, in its sole discretion, to may establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its SubsidiariesBorrowers. The Sustainability Coordinator and the Borrower, with the consent of the Required Lenders, Borrowers may amend this Agreement (such amendment, an 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 at 5:00 p.m. (Eastern time), on the tenth (10th) Business Day after the Agent shall have posted such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Agent written notice that such Required Lenders object to such ESG Amendment. If the Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrowers and the Sustainability Coordinator. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s Borrowers’ performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Adjustments”) to the otherwise applicable Applicable Base Rate Margin, Applicable SOFR Rate Margin for Term SOFR Advances, ABR Advances, and Applicable Letter of Credit Participation Fees, and the Facility Fee may Percentage will be made; provided, made; provided that the amount of such adjustments shall not exceed five (i5.0) in the case of the Applicable Margin for the Facility Feebasis points, an increase and/or decrease of 0.005% for any one KPI, or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Margin for Term SOFR Advances, ABR Advances, and Letter of Credit Participation Fees, an increase and/or decrease of 0.02% for any one KPI, or 0.04% in the aggregate for all KPIs; provided, that, provided that in no event shall the Applicable Base Rate Margin, Applicable SOFR Rate Margin for Term SOFR Advances, ABR Advances, or Applicable Letter of Credit Participation Fees, or the Facility Fee Percentage be less than zero. The KPIspricing adjustments pursuant to the KPIs will require, among other things, reporting and validation of the Borrower’s performance against the KPIs, and any related ESG Applicable Margin 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 United States Mine Safety and Health Administration or other independent governmental organization and is to be mutually agreed between the Borrower Borrowers and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of an the ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, or the Facility Fee to a level not otherwise permitted by this Section 2.14(a).:

ESG Adjustments. (a) The BorrowerAfter the Fifth Amendment Closing Date, KBR, in consultation with the Sustainability CoordinatorCoordinators, shall be entitled, in its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower KBR and its Restricted Subsidiaries. The Sustainability Coordinator Coordinators and the Borrower, with the consent of the Required Lenders, KBR may amend this Agreement (such amendment, an “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 at 5:00 p.m. on the tenth (10th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Pro Rata Lenders and KBR unless, prior to such time, Pro Rata Lenders comprising the Required Pro Rata Lenders have delivered to the Administrative Agent (who shall promptly notify KBR) written notice that such Required Pro Rata Lenders object to such ESG Amendment. In the event that Required Pro Rata Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated in accordance with the provisions above. The Sustainability Coordinators and KBR may enter into multiple ESG Amendments, but no ESG Amendment shall amend any provisions put in place by prior ESG Amendments. Upon the effectiveness of any such ESG Amendment, based on the BorrowerKBR’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin Rate (other than 99 with respect to the Term B Facility, which shall not be affected by any such ESG Applicable Rate Adjustment) for Term SOFR AdvancesLoans, ABR AdvancesAlternative Currency Loans, Base Rate Loans, Letter of Credit Participation Fees, and the Facility Commitment Fee may will be made; provided, provided that (i) the amount of all such adjustments shall not exceed (ix) in the case of the Applicable Margin Rate for the Facility Commitment Fee, an increase and/or decrease of 0.005% for any one KPI, or 0.01% in the aggregate for all KPIs per annum and (iiy) in the case of the Applicable Margin Rate for Term SOFR AdvancesLoans, ABR AdvancesAlternative Currency Loans, Base Rate Loans, and Letter of Credit Participation Fees, an increase and/or decrease of 0.020.05% for any one KPI, or 0.04% in the aggregate for all KPIs; provided, that, per annum and (ii) in no event shall the Applicable Margin Rate for Term SOFR AdvancesLoans, ABR AdvancesAlternative Currency Loans, Base Rate Loans, Letter of Credit Participation Fees, Fees or the Facility Commitment Fee be less than zero. The KPIs, the BorrowerKBR’s performance against the KPIs, and any related ESG Applicable Margin Rate 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 to be mutually agreed between the Borrower KBR and the Sustainability Coordinator Coordinators (each acting reasonably). Following the effectiveness of an any ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Pro Rata Lenders so long as such modification does not have the effect of reducing the Applicable Margin Rate for Term SOFR AdvancesLoans, ABR AdvancesAlternative Currency Loans, Base Rate Loans, Letter of Credit Participation Fees, Fees or the Facility Commitment Fee to a level not otherwise permitted by this Section 2.14(a2.19(a).

ESG Adjustments. (ai) The Prior to the 12 month anniversary of the Second Amendment Effective Date, the Borrower, in consultation with the Sustainability CoordinatorStructuring Agent, shall be entitled, may in its sole discretion, discretion seek to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets goals of the Borrower and its SubsidiariesSubsidiaries (such indicators, “ESG KPI Metrics”) and thresholds or targets with respect thereto (in either case, such thresholds or targets, “SPTs”). The Sustainability Coordinator Administrative Agent and the Borrower, Borrower (each acting reasonably and in consultation with the consent of the Required Lenders, Sustainability Structuring Agent) may amend propose an amendment to this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs ESG 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 ESG 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, (iii) the identification, and engagement at the Borrower’s cost and expense, of a sustainability assurance provider, which shall be a qualified external reviewer of nationally recognized standing, independent of the Borrower and its 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 at least the Requisite Lenders. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIsESG KPI Metrics and SPTs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, and the Facility Fee may be made; provided, provided that (x) the amount of any such adjustments made pursuant to an ESG Amendment shall not exceed result in a decrease or an increase of more than (i) 0.040% in the case of the Applicable Margin for during any fiscal year or (ii) 0.010% in the Applicable Facility Fee, an increase and/or decrease of 0.005% for any one KPIin each case, or 0.01% which pricing adjustments shall be applied in accordance with the terms as further described in the aggregate for all KPIs ESG Pricing Provisions and (iiy) in the case of the Applicable Margin for Term SOFR Advances, ABR Advances, and Letter of Credit Participation Fees, an increase and/or decrease of 0.02% for any one KPI, or 0.04% in the aggregate for all KPIs; provided, that, in no event shall the any Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, or the Facility Fee be less than zerozero (the provisions of this proviso, the “Sustainability Adjustment Limitations”). For the avoidance of doubt, the ESG Applicable Rate Adjustments shall not be cumulative year-over-year and shall only apply until the date on which the next adjustment is due to take place. The KPIsESG KPI Metrics, the Borrower’s performance against the KPIsESG KPI Metrics, and any related ESG Applicable Margin Rate Adjustments resulting 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 ESG KPI Metrics in a manner that is aligned with the Sustainability Linked Loan Principles Principles, including with respect to the selection, setting, calculation, certification and to be mutually agreed between the Borrower 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 Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, or the Facility Fee to a level not otherwise permitted by this Section 2.14(a).- 122 - LEGAL02/44384586v6

ESG Adjustments. (a1) The BorrowerAfter the Effective Date, the Borrowers, in consultation with the Sustainability CoordinatorCoordinators, shall be entitled, in its their sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower Borrowers and its their Subsidiaries. The Sustainability Coordinator Coordinators and the Borrower, with the consent of the Required Lenders, Borrowers may amend this Agreement (any such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such ESG Amendment shall become effective upon the posting of such proposed ESG Amendment to all Lenders and the Borrowers and the receipt by the Administrative Agent of executed signature pages and consents to such ESG Amendment from each Borrower, each Sustainability Coordinator and Lenders comprising the Required Lenders. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s Borrowers’ performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin for Term SOFR AdvancesLoans, ABR Advances, Letter of Credit Participation Fees, Base Rate Loans and the Facility Fee may will be made; provided, that that, (i) the amount of such adjustments shall not exceed (i) in adjustments, taken together, to the case of the otherwise applicable Applicable Margin for (A) the Facility Fee, shall not exceed an increase and/or decrease of 0.005% for any one KPI, or basis point (0.01% in the aggregate for all KPIs and (ii%) in the case of the Applicable Margin for Term SOFR Advances, ABR Advancesaggregate, and Letter of Credit Participation Fees(B) SOFR Loans and Base Rate Loans, shall not exceed an increase and/or decrease of 0.02% for any one KPI, or four basis points (0.04% %) in the aggregate for all KPIs; providedaggregate, that, and (ii) in no event shall the Applicable Margin for Term SOFR AdvancesLoans, ABR Advances, Letter of Credit Participation Fees, Base Rate Loans or the Facility Fee be less than zerozero percent (0.00%). The KPIs, the Borrower’s Borrowers’ performance against the KPIs, and any related ESG Applicable Margin Rate 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 to be mutually agreed between the Borrower Borrowers and the Sustainability Coordinator Coordinators (each acting reasonably). Following the effectiveness of an ESG Amendment, any modification to the ESG Pricing Provisions 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 Applicable Margin for Term SOFR AdvancesLoans, ABR Advances, Letter of Credit Participation Fees, Base Rate Loans or the Facility Fee to a level that is not otherwise permitted by this Section 2.14(aclause (a).

ESG Adjustments. (a) The After the Closing Date, Borrower, in consultation with the Sustainability Coordinator, shall be entitled, in its sole discretionbut shall not be required, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its Subsidiaries. The Sustainability Coordinator and the Borrower, with the consent of the Required Lenders, Borrower may amend this Agreement (such amendment, an “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 at 5:00 p.m. on the tenth (10th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent (who shall promptly notify 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, Borrower and the Sustainability Coordinator. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Adjustments”) to the otherwise applicable Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, and the Facility Commitment Fee may will be made; provided, provided that the amount of all such adjustments shall not exceed (ix) in the case of the Applicable Margin for the Facility Commitment Fee, an increase and/or decrease of 0.005% for any one KPI, or 0.01% in the aggregate for all KPIs per annum and (iiy) in the case of the Applicable Margin for Term SOFR Advances, ABR Advances, Loans and Letter of Credit Participation Fees, an increase and/or decrease of 0.020.05% for any one KPI, or 0.04% in the aggregate for all KPIs; provided, that, in no event shall the Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, or the Facility Fee be less than zeroper annum. The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Margin 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 to be mutually agreed between the Borrower and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of an any ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, or the Facility Commitment Fee to a level not otherwise permitted by this Section 2.14(a2.18(a).

ESG Adjustments. (a) The a)After the First Amendment Effective Date, the Borrower, in consultation with the Sustainability CoordinatorStructuring Agent, shall be entitled, in its sole discretionbut shall not be required, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its Subsidiaries. The Sustainability Coordinator Structuring Agent and the Borrower, with the consent of the Required Lenders, Borrower may amend this Agreement (such amendment, an “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 at 5:00 p.m. on the fifth (5th) 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 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 Structuring Agent. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Adjustments”) to the otherwise applicable Applicable Margin for applicable to the Initial Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, and the Loan Facility Fee may will be made; provided, provided that such adjustments shall be made in two steps based on two appropriate KPIs and that the amount of all such adjustments shall not exceed (i) in the case of the Applicable Margin for the Facility Fee, an increase and/or decrease of 0.005% for any one KPI, or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Margin for Term SOFR Advances, ABR Advances, and Letter of Credit Participation Fees, an increase and/or a decrease of 0.02% for any one KPI, or 0.04% in the aggregate for all KPIs; provided, that, in no event shall the Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, or the Facility Fee be less than zeroper annum. The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Margin 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 to be mutually agreed between the Borrower and the Sustainability Coordinator Structuring Agent (each acting reasonably). Following the effectiveness of an any ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, or the Facility Fee to a level not otherwise permitted by this Section 2.14(a)2.25.

ESG Adjustments. (a) The BorrowerAfter the Fifth Amendment Effective Date, KBR, in consultation with the Sustainability CoordinatorCoordinators, shall be entitled, in its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower KBR and its Restricted Subsidiaries. The Sustainability Coordinator Coordinators and the Borrower, with the consent of the Required Lenders, KBR may amend this Agreement (such amendment, an “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 at 5:00 p.m. on the tenth (10th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Pro Rata Lenders and KBR unless, prior to such time, Pro Rata Lenders comprising the Required Pro Rata Lenders have delivered to the Administrative Agent (who shall promptly notify KBR) written notice that such Required Pro Rata Lenders object to such ESG Amendment. In the event that Required Pro Rata Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated in accordance with the provisions above. The Sustainability Coordinators and KBR may enter into multiple ESG Amendments, but no ESG Amendment shall amend any provisions put in place by prior ESG Amendments. Upon the effectiveness of any such ESG Amendment, based on the BorrowerKBR’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin Rate (other than with respect to the Term B Facility, which shall not be affected by any such ESG Applicable Rate Adjustment) for Term SOFR AdvancesEurocurrency Rate Loans, ABR AdvancesAlternative Currency Loans, Base Rate Loans, Letter of Credit Participation Fees, and the Facility Commitment Fee may will be made; provided, provided that (i) the amount of all such adjustments shall not exceed (ix) in the case of the Applicable Margin Rate for the Facility Commitment Fee, an increase and/or decrease of 0.005% for any one KPI, or 0.01% in the aggregate for all KPIs per annum and (iiy) in the case of the Applicable Margin Rate for Term SOFR AdvancesEurocurrency Rate Loans, ABR AdvancesAlternative Currency Loans, Base Rate Loans, and Letter of Credit Participation Fees, an increase and/or decrease of 0.020.05% for any one KPI, or 0.04% in the aggregate for all KPIs; provided, that, per annum and (ii) in no event shall the Applicable Margin Rate for Term SOFR AdvancesEurocurrency Rate Loans, ABR AdvancesAlternative Currency Loans, Base Rate Loans, Letter of Credit Participation Fees, Fees or the Facility Commitment Fee be less than zero. The KPIs, the BorrowerKBR’s performance against the KPIs, and any related ESG Applicable Margin Rate 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 to be mutually agreed between the Borrower KBR and the Sustainability Coordinator Coordinators (each acting reasonably). Following the effectiveness of an any ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Pro Rata Lenders so long as such modification does not have the effect of reducing the Applicable Margin Rate for Term SOFR AdvancesEurocurrency Rate Loans, ABR AdvancesAlternative Currency Loans, Base Rate Loans, Letter of Credit Participation Fees, Fees or the Facility Commitment Fee to a level not otherwise permitted by this Section 2.14(a2.19(a).

ESG Adjustments. (a) The BorrowerAfter the Closing Date, in consultation with the Borrower and the Sustainability Coordinator, shall be entitled, in its sole discretionbut shall not be required, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its Subsidiaries. The Sustainability Coordinator and the Borrower, with the consent of the Required LendersLenders and the Administrative Agent, may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin Rate for Term SOFR AdvancesLoans, ABR AdvancesBase Rate Loans, Letter of Credit Participation Fees, and the Facility Unused Fee may will be made; provided, that that, the amount of such adjustments shall not exceed (i) in the case of the Applicable Margin Rate for the Facility Unused Fee, an increase and/or decrease of 0.005% for any one KPI, or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Margin Rate for Term SOFR AdvancesLoans, ABR AdvancesBase Rate Loans, and Letter of Credit Participation Fees, an increase and/or decrease of 0.020.025% for any one KPI, or 0.040.05% in the aggregate for all KPIs; provided, further, that, in no event shall the Applicable Margin Rate for Term SOFR AdvancesLoans, ABR AdvancesBase Rate Loans, Letter of Credit Participation Fees, or the Facility Unused Fee be less than zero. The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Margin Rate 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 to be mutually agreed between the Borrower and the Sustainability Coordinator (each acting reasonably). 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 reducing the Applicable Margin Rate for Term SOFR AdvancesLoans, ABR AdvancesBase Rate Loans, Letter of Credit Participation Fees, or the Facility Unused Fee to a level not otherwise permitted by this Section 2.14(a2.17(a).

ESG Adjustments. (a) The BorrowerAfter the Closing Date, but prior to the date that is twenty-four (24) months thereafter, the Borrowers, in consultation with the Sustainability CoordinatorAgent, shall be entitled, in its sole discretion, entitled to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the each Borrower and its Subsidiaries (or the Borrowers and their Subsidiaries, collectively, as applicable) with such KPIs and ESG targets being reasonably aligned with the Sustainability Linked Loan Principles. The Sustainability Coordinator Agent and the Borrower, with the consent of the Required Lenders, Borrowers may amend this Agreement (such amendment, an the “ESG Amendment”) ), solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, with the consent of the Administrative Agent, the Borrowers and Lenders constituting the Required Lenders. In the event that Required Lenders do not consent to any such ESG Amendment, an alternative ESG Amendment may be proposed and effectuated, subject to the consents required pursuant to the immediately preceding sentence. Upon the effectiveness of any such ESG Amendment, based on the each Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Adjustments”) to the otherwise applicable commitment fee payable pursuant to Section 2.6, Applicable Margin for Term SOFR AdvancesLoans, ABR Advances, Term SOFR Daily Floating Rate Loans and Letter of Credit Participation FeesFee, and the Facility Fee may Applicable Margin for Base Rate Loans will be made; provided, that the amount of such adjustments shall not exceed (i) in the case of the Applicable Margin for the Facility Feecommitment fee payable pursuant to Section 2.6, an increase and/or decrease of 0.005% for any one KPI, or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Margin for Term SOFR AdvancesLoans, ABR Advances, Term SOFR Daily Floating Rate Loans and Letter of Credit Participation FeesFee and Applicable Margin for Base Rate Loans, an increase and/or decrease of 0.02% 0.05%, and the adjustments to the Applicable Margin for any one KPIBase Rate Loans shall be the same amount, or 0.04% in basis points, as the aggregate adjustments to the Applicable Margin for all KPIsTerm SOFR Loans, Term SOFR Daily Floating Rate Loans and Letter of Credit Fee; provided, that, further that in no event shall the Applicable Margin for Term SOFR Advancesany commitment fee, ABR Advances, Loan or Letter of Credit Participation Fees, or the Facility Fee be less than zero. The KPIspricing adjustments pursuant to the KPIs will require, among other things, reporting and validation of the Borrower’s performance against the KPIs, and any related ESG Applicable Margin 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 is to be mutually agreed between the Borrower Borrowers and the Sustainability Coordinator Agent (each all acting reasonably). The ESG Amendment will not impose any requirement on the Sustainability Agent to assess, monitor, report and/or validate the KPIs. Following the effectiveness of an the ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, or the Facility Fee to a level not otherwise permitted by this Section 2.14(a).:

ESG Adjustments. (a) The BorrowerAfter the Closing Date, in consultation with the Company and the Sustainability Coordinator, shall be entitled, in its sole discretionbut shall not be required, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower Company and its Subsidiaries. The Sustainability Coordinator and the BorrowerCompany, with the consent of the Required Lenders, may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Upon the effectiveness of any such ESG Amendment, based on the BorrowerCompany’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin Rate for Term SOFR AdvancesLoans, ABR AdvancesTerm SOFR Daily Floating Rate Loans, Base Rate Loans, Letter of Credit Participation Fees, and the Facility Fee may commitment fee will be made; provided, provided that the amount of such adjustments shall not exceed (i) in the case of the Applicable Margin Rate for the Facility Feecommitment fee, an increase and/or decrease of 0.005% for any one KPI, KPI or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Margin Rate for Term SOFR AdvancesLoans, ABR AdvancesTerm SOFR Daily Floating Rate Loans, Base Rate Loans, and Letter of Credit Participation Fees, an increase and/or decrease of 0.020.025% for any one KPI, KPI or 0.040.05% in the aggregate for all KPIs; provided, that, in no event shall the Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, or the Facility Fee be less than zero. The KPIs, the BorrowerCompany’s performance against the KPIs, and any related ESG Applicable Margin Rate Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower Company and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Company and the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin Rate for Term SOFR AdvancesLoans, ABR AdvancesTerm SOFR Daily Floating Rate Loans, Base Rate Loans, Letter of Credit Participation Fees, or the Facility Fee commitment fee to a level not otherwise permitted by this Section 2.14(a2.19(a).

ESG Adjustments. (a) The Borrower1. After the Closing Date, in consultation with the Domestic Borrowers and the Sustainability Coordinator, shall be entitled, in its sole discretion, entitled to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower Borrowers and its their Subsidiaries. The Sustainability Coordinator and the BorrowerBorrowers, with the consent of the Required Lenders, may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin Rate for Term SOFR AdvancesLoans, ABR AdvancesAlternative Currency Loans, Base Rate Loans, Letter of Credit Participation Fees, and the Facility Commitment Fee may will be made; provided, that further, that, the amount of such adjustments shall not exceed (i) in the case of the Applicable Margin Rate for the Facility Commitment Fee, an increase and/or decrease of 0.005% for any one KPI, or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Margin Rate for Term SOFR AdvancesLoans, ABR AdvancesAlternative Currency Loans, Base Rate Loans, and Letter of Credit Participation Fees, an increase and/or decrease of 0.020.025% for any one KPI, or 0.040.05% in the aggregate for all KPIs; provided, that, in no event shall the Applicable Margin Rate for Term SOFR AdvancesLoans, ABR AdvancesAlternative Currency Loans, Base Rate Loans, Letter of Credit Participation Fees, or the Facility Commitment Fee be less than zero. The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Margin Rate 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 to be mutually agreed between the Borrower Domestic Borrowers and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin Rate for Term SOFR AdvancesLoans, ABR AdvancesAlternative Currency Loans, Base Rate Loans, Letter of Credit Participation Fees, or the Facility Commitment Fee to a level not otherwise permitted by this Section 2.14(a2.18(a).

ESG Adjustments. (a) The Prior to May 2nd, 2025, the Borrower, in consultation with the Co-Sustainability CoordinatorStructuring Agents, shall be entitled, may in its sole discretion, to 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 Borrower and its Subsidiaries(such indicators or ratings, “ESG KPI Metrics”), which ESG KPI Metrics shall be subject to annual thresholds or targets (in either case, such sustainability performance targets, or “ESG SPTs”). The Sustainability Coordinator Administrative Agent and the Borrower, Borrower (each acting reasonably and in consultation with the consent of the Required Lenders, Co-Sustainability Structuring Agents) may amend propose an amendment to this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs ESG KPI Metrics, the ESG SPTs and other related provisions (the “ESG Pricing Provisions”) into this Agreement. The Co-Sustainability Structuring Agents shall carry out consultations with the Lenders and, by no later than the date which is fifteen (15) Business Days after the delivery of the ESG amendment to the Lenders, the Co-Sustainability Structuring Agents shall communicate the Lenders’ response on the ESG Amendment to the Borrower. Any such ESG Amendment shall become effective upon (i) the engagement by the Borrower of the Co-Sustainability Structuring Agents with respect to the ESG Amendment on terms and conditions to be mutually agreed between the Borrower and the Co-Sustainability Structuring Agents, and (ii) 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. In the event that the Required Lenders do not consent to any such ESG Amendment, an alternative ESG Amendment may be proposed and effectuated, subject to the consents required pursuant to the immediately preceding sentence. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIsESG KPI Metrics and ESG SPTs, certain adjustments (increase, decrease decrease, or no adjustment) (such adjustments, the “ESG Applicable Margin Adjustments”) to the otherwise applicable Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, and the Facility Fee may be made; provided, that (i) the amount of such adjustments ESG Applicable Margin Adjustments shall not exceed (i) an increase or decrease of 5.0 basis points per annum for Borrowings and, in the case of any Revolving Borrowing, 1.0 basis point per annum for the Applicable Margin for the Facility FeePercentage, an increase and/or decrease of 0.005% for any one KPI, or 0.01% in the aggregate for all KPIs and ESG KPI Metrics (ii) in the case provisions of this proviso, the “ESG Sustainability Adjustment Limitations”). For the avoidance of doubt, the ESG Applicable Margin for Term SOFR Advances, ABR Advances, Adjustments shall not be cumulative year-over-year and Letter of Credit Participation Fees, shall apply on an increase and/or decrease of 0.02% for any one KPI, or 0.04% in the aggregate for all KPIs; provided, that, in no event shall the Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, or the Facility Fee be less than zeroannual basis only. The KPIsESG KPI Metrics, the Borrower’s performance against the KPIsESG KPI Metrics, and any related ESG Applicable Margin 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 ESG KPI Metrics in a manner that is aligned with the Sustainability Linked Loan Principles (as last published in February 2023 by the Loan Syndications and Trading Association, and as further amended, revised, or updated from time to be mutually agreed between time), including with respect to the Borrower 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 which does not have the effect of reducing the Applicable Margin 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 reducing increasing or decreasing the ESG Sustainability Adjustment Limitations set forth in the ESG Amendment by more or less than 5.0 basis points per annum on the Applicable Margin for Term SOFR Advancesand/or, ABR Advancesin the case of any Revolving Borrowing, Letter of Credit Participation Fees, more or less than 1.0 basis point per annum on the Facility Fee to a level not otherwise permitted by this Section 2.14(a)Applicable Percentage.

ESG Adjustments. (a) The BorrowerAfter the Second Amendment Effective Date, the Company, in consultation with the Sustainability Coordinator, shall be entitled, in its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower Company and its Subsidiaries. The Sustainability Coordinator and the Borrower, with the consent of the Required Lenders, Company may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this AgreementAgreement with the consent of the Required Lenders. Upon the effectiveness of any such ESG Amendment, based on the BorrowerCompany’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Adjustments”) to the otherwise applicable Applicable Margin for Term SOFR AdvancesLoans, ABR AdvancesOptional Currency Loans, Base Rate Loans, Letter of Credit Participation Fees, and the Facility Commitment Fee may will be made; provided, that further, that, the amount of such adjustments shall not exceed (i) in the case of the Applicable Margin for the Facility Commitment Fee, an increase and/or decrease of 0.005% for any one KPI, or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Margin for Term SOFR AdvancesLoans, ABR AdvancesOptional Currency Loans, Base Rate Loans, and Letter of Credit Participation Fees, an increase and/or decrease of 0.02% for any one KPI, or 0.04% in the aggregate for all KPIs0.05%; provided, that, in no event shall the Applicable Margin for Term SOFR AdvancesLoans, ABR AdvancesOptional Currency Loans, Base Rate Loans, Letter of Credit Participation Fees, or the Facility Commitment Fee be less than zerozero at any time; and provided, further, that for the avoidance of doubt, such pricing adjustments shall not be cumulative year-over-year, and each applicable adjustment shall only apply until the date on which the next adjustment is due to take place. The KPIs, the BorrowerCompany’s performance against the KPIs, and any related ESG Applicable Margin 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 to be mutually agreed between the Borrower Company and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin for Term SOFR AdvancesLoans, ABR AdvancesOptional Currency Loans, Base Rate Loans, Letter of Credit Participation Fees, or the Facility Commitment Fee to a level not otherwise permitted by this Section 2.14(a2.28(a).

ESG Adjustments. (a) The BorrowerAfter the Closing Date, in consultation with the Borrower and the Sustainability Coordinator, Structuring Agent shall be entitled, in its sole discretionbut shall not be required, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its Subsidiaries. The Sustainability Coordinator Structuring Agent and the Borrower, with the consent of the Required Lenders, may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin Rate for Term SOFR AdvancesLoans, ABR AdvancesBase Rate Loans, Letter of Credit Participation Fees, Fees and the Facility Commitment Fee may be will made; provided, provided that the amount of such adjustments shall not exceed (i) in the case of the Applicable Margin Rate for the Facility Commitment Fee, an increase and/or decrease of 0.005% for any one KPI, KPI or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Margin Rate for Term SOFR AdvancesLoans, ABR Advances, Base Rate Loans and Letter of Credit Participation Fees, an increase and/or decrease of 0.020.025% for any one KPI, KPI or 0.040.05% in the aggregate for all KPIs; provided, that, in no event shall the Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, or the Facility Fee be less than zero. The KPIs, the Borrower’s performance against the KPIs, KPIs and any related ESG Applicable Margin Rate Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower and the Sustainability Coordinator Structuring Agent (each acting reasonably). Following the effectiveness of an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Borrower and the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin Rate for Term SOFR AdvancesLoans, ABR AdvancesBase Rate Loans, Letter of Credit Participation Fees, Fees or the Facility Commitment Fee to a level not otherwise permitted by this Section 2.14(a2.16(a).

ESG Adjustments. (a) The After the Second Amendment Effective Date, the Borrower, in consultation with the Sustainability Coordinator, shall be entitled, in its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its Subsidiaries. The Sustainability Coordinator and the Borrower, with the consent of the Required Lenders, Borrower may amend this Agreement (such amendment, an “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 at 5:00 p.m. on the tenth (10th) 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 the Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrower and the Sustainability Coordinator. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin Rate for Term SOFR AdvancesEurocurrency Rate Loans, ABR AdvancesAlternative Currency Loans, Base Rate Loans, Letter of Credit Participation Fees, and the Facility Fee may commitment fee will be made; provided, that further, that, the amount of such adjustments shall not exceed (i) in the case of the Applicable Margin Rate for the Facility Commitment Fee, an increase and/or decrease of 0.005% for any one KPI, or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Margin Rate for Term SOFR AdvancesEurocurrency Rate Loans, ABR AdvancesAlternative Currency Loans, Base Rate Loans, and Letter of Credit Participation Fees, an increase and/or decrease of 0.02.025% for any one KPI, or 0.040.05% in the aggregate for all KPIs; provided, that, in no event shall the Applicable Margin Rate for Term SOFR AdvancesEurocurrency Rate Loans, ABR AdvancesAlternative Currency Loans, Base Rate Loans, Letter of Credit Participation Fees, or the Facility Fee commitment fee be less than zero. The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Margin Rate 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 to be mutually agreed between the Borrower and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin Rate for Term SOFR AdvancesEurocurrency Rate Loans, ABR AdvancesAlternative Currency Loans, Base Rate Loans, Letter of Credit Participation Fees, or the Facility Fee commitment fee to a level not otherwise permitted by this Section 2.14(a2.18(a).

ESG Adjustments. (a) The BorrowerAfter the Closing Date, the Company, in consultation with the Sustainability CoordinatorCoordinators, shall be entitled, in its sole discretion, entitled to establish propose specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower Company and its Subsidiaries. The Sustainability Coordinator proposed KPIs and other related provisions (the Borrower, with the consent of the Required Lenders, may amend “ESG Pricing Provisions”) shall be set forth in a proposed amendment to this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “such ESG Pricing Provisions”) Provisions into this Agreement. The ESG Amendment shall become effective at such time as it is consented to by (i) with respect to an ESG Amendment effecting adjustments to the Facility Fee and the Applicable Rate with respect to the Revolving Credit Facility, the Company, the Sustainability Coordinators, the Administrative Agent and the Required Revolving Lenders and (ii) with respect to an ESG Amendment effecting adjustments to the Applicable Rate with respect to the Term Facility, the Company, the Sustainability Coordinators, the Administrative Agent and the Required Term Lenders. Upon the effectiveness of any such ESG Amendment, based on the BorrowerCompany’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Percentage Adjustments”) to the otherwise applicable Applicable Margin Rate (including for Term SOFR AdvancesLoans, ABR Advances, the Facility Fee and Letter of Credit Participation Fees, and the Facility Fee may ) will be made; provided, provided that (i) the amount of all such adjustments shall not exceed (ix) in the case of the Applicable Margin for Rate with respect to Loans under the Revolving Credit Facility and Letter of Credit Fees, an increase and/or decrease of 0.04% per annum, (y) in the case of the Applicable Rate with respect to Loans under the Term Facility, an increase and/or decrease of 0.05% per annum and (z) in the case of the Facility Fee, an increase and/or decrease of 0.005% for any one KPI, or 0.01% in the aggregate for all KPIs per annum and (ii) in the case of the Applicable Margin for Term SOFR Advances, ABR Advances, and Letter of Credit Participation Fees, an increase and/or decrease of 0.02% for any one KPI, or 0.04% in the aggregate for all KPIs; provided, that, in no event shall the Applicable Margin Rate for Term SOFR AdvancesLoans, ABR Advances, the Letter of Credit Participation Fees, Fees or the Facility Fee be less than zero. The KPIs, the BorrowerCompany’s performance against the KPIs, and any related ESG Applicable Margin Percentage Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation measurement and measurement verification of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower Company and the Sustainability Coordinator Coordinators (each acting reasonably). Following the effectiveness of an any ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Revolving Lenders or the Required Term Lenders (as applicable), along with the Company, the Sustainability Coordinators and the Administrative Agent, so long as such modification does not have the effect of reducing the Applicable Margin Rate for Term SOFR Advances, ABR AdvancesLoans, Letter of Credit Participation Fees, Fees or the Facility Fee to a level not otherwise permitted by this Section 2.14(a2.21(a).. No ESG Amendment shall provide for adjustment of the Ticking Fee. (b) The Sustainability Coordinators will assist the Company in (i) determining the ESG Pricing Provisions in connection with any ESG Amendment and (ii) preparing informational materials focused on ESG to be used in connection with any ESG Amendment. (c) This Section 2.21 shall supersede any provisions in Section 11.01 to the contrary. ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY 3.01

ESG Adjustments. (a) The After the Second Amendment Effective Date, the Borrower, in consultation with the Sustainability Coordinator, shall be entitled, in its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its Subsidiaries. The Sustainability Coordinator and the Borrower, with the consent of the Required Lenders, may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin Rate for Term SOFR AdvancesLoans, ABR AdvancesAlternative Currency Loans, Base Rate Loans, Letter of Credit Participation Fees, and the Facility Fee may commitment fee will be made; provided, that further, that, the amount of such adjustments shall not exceed (i) in the case of the Applicable Margin Rate for the Facility Commitment Fee, an increase and/or decrease of 0.005% for any one KPI, or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Margin Rate for Term SOFR AdvancesLoans, ABR AdvancesAlternative Currency Loans, Base Rate Loans, and Letter of Credit Participation Fees, an increase and/or decrease of 0.02.025% for any one KPI, or 0.040.05% in the aggregate for all KPIs; provided, that, in no event shall the Applicable Margin Rate for Term SOFR AdvancesLoans, ABR AdvancesAlternative Currency Loans, Base Rate Loans, Letter of Credit Participation Fees, or the Facility Fee commitment fee be less than zero. The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Margin Rate 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 to be mutually agreed between the Borrower and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin Rate for Term SOFR AdvancesLoans, ABR AdvancesAlternative Currency Loans, Base Rate Loans, Letter of Credit Participation Fees, or the Facility Fee commitment fee to a level not otherwise permitted by this Section 2.14(a2.18(a).

ESG Adjustments. (a) The After the Closing Date, the Borrower, in consultation with the Sustainability CoordinatorStructuring Agent, shall be entitledentitled to (i) identify specified Environmental, in its sole discretion, to establish specified key performance indicators 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 (“ESG”) targets disclosure of the Borrower 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 Borrower and the Sustainability Coordinator and Structuring Agent. Notwithstanding anything in Section 9.3 to the contrary, the Borrower, with the consent of Sustainability Structuring Agent, and the Required Lenders, Lenders may amend this Agreement (such amendment, an “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. In the event that 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 Borrower, the Sustainability Structuring Agent, and the Agent. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIsKPIs and/or ESG Ratings and associated SPTs, certain adjustments (an increase, decrease a decrease, or no adjustment) (such adjustments, the “ESG Applicable Margin Adjustments”) to the otherwise applicable Applicable Margin for Term SOFR AdvancesFacility Fees, ABR Advances, Letter Loans and Letters of Credit Participation Fees, and the Facility Fee may will be made; provided, provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not exceed (ix) in the case of the Applicable Margin for the Facility FeeFees, an increase and/or decrease of 0.005% for any one KPI, or 0.01% in the aggregate for all KPIs 1.00 basis point and (iiy) in the case of the Applicable Margin for Term SOFR Advances, ABR Advances, Loans and Letter Letters of Credit Participation FeesCredit, an increase and/or decrease of 0.02% for any one KPI, or 0.04% in the aggregate for all KPIs4.00 basis points; provided, thatfurther, that in no event shall the Applicable Margin for Term SOFR AdvancesFacility Fees, ABR Advances, Letter Loans or Letters of Credit Participation Fees, or the Facility Fee be less than zero0%. The KPIspricing adjustments will require, the Borrower’s performance against the KPIsamong other things, and any related ESG Applicable Margin 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 annual reporting in a manner that is aligned with the Sustainability Linked Loan Principles in effect at the time of the ESG Amendment and is to be mutually agreed between the Borrower Borrower, the Sustainability Structuring Agent, and the Sustainability Coordinator 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 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 an ESG Amendment, (A) any modification to the ESG Pricing Provisions which has the effect of reducing the Applicable Margin for Facility Fees, Loans or Letters of Credit to a level not otherwise permitted by this Section 2.24 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 so long as such modification does not have Lenders. For avoidance of doubt, nothing contained in this Agreement or any fee letter or commitment letter entered into in connection with this Agreement obligates the effect Borrower to use any services of reducing the Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, Sustainability Structuring Agent or the Facility Fee to a level not otherwise permitted by this Section 2.14(a)any Sustainability Assurance Provider whether described herein or otherwise.

ESG Adjustments. (a) The BorrowerAfter the Closing Date, Xxxxx, in consultation with the Sustainability Coordinator, shall be entitled, in its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower Xxxxx and its Subsidiaries. The Sustainability Coordinator and the Borrower, with the consent of the Required Lenders, Xxxxx may amend this Agreement (such amendment, an “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 at 5:00 p.m. on the tenth (10th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and Xxxxx unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent (who shall promptly notify Xxxxx) 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, Xxxxx and the Sustainability Coordinator. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s Xxxxx’x performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin Rate for Term SOFR AdvancesLoans, ABR AdvancesTerm XXXXX Loans, Base Rate Loans, Canadian Prime Rate Loans, Swing Line Loans, Letter of Credit Participation Fees, the Acceptance Fees, and the Facility Fee may Fees will be made; provided, that further, that, the amount of such adjustments shall not exceed (i) in the case of the Applicable Margin Rate for the Facility FeeFees, an increase and/or decrease of 0.005% for any one KPI, or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Margin Rate for Term SOFR AdvancesLoans, ABR AdvancesTerm XXXXX Loans, Base Rate Loans, Canadian Prime Rate Loans, Swing Line Loans, and Letter of Credit Participation Fees, and the Acceptance Fees, an increase and/or decrease of 0.02% for any one KPI, or 0.04% in the aggregate for all KPIs%; provided, that, in no event shall the Applicable Margin Rate for Term SOFR AdvancesLoans, ABR AdvancesTerm XXXXX Loans, Base Rate Loans, Canadian Prime Rate Loans, Swing Line Loans, Letter of Credit Participation Fees, Acceptance Fees, or the Facility Fee Fees be less than zero. The KPIs, the Borrower’s Xxxxx’x performance against the KPIs, and any related ESG Applicable Margin Rate Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower Xxxxx and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin Rate for Term SOFR AdvancesLoans, ABR AdvancesTerm XXXXX Loans, Base Rate Loans, Canadian Prime Rate Loans, Swing Line Loans, Letter of Credit Participation Fees, Acceptance Fees, or the Facility Fee Fees to a level not otherwise permitted by this Section 2.14(a2.20(a).

ESG Adjustments. (a) The BorrowerAfter the Restatement Effective Date, the Company, in consultation with the Sustainability CoordinatorAdministrative Agent, shall be entitled, in its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower Company and its Subsidiaries. The Sustainability Coordinator Administrative Agent and the Borrower, with the consent of the Required Lenders, Company may amend this Agreement (any such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such ESG Amendment shall become effective upon the posting of such proposed ESG Amendment to all Lenders and the receipt by the Administrative Agent of executed signature pages and consents to such ESG Amendment from the Company, the Administrative Agent and Lenders comprising the Required Lenders. Upon the effectiveness of any such ESG Amendment, based on the BorrowerCompany’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin for EURIBOR Loans, Term SOFR AdvancesLoans and ABR Loans, ABR Advances, the Commitment Fee Rate and the Letter of Credit Participation Fees, and the Facility Fee may will be made; provided, provided that (i) the amount of such adjustments adjustments, taken together, to the otherwise applicable (A) Commitment Fee Rate, shall not exceed (i) an increase and/or decrease of one basis point in the case of the aggregate, and (B) Applicable Margin for with respect to EURIBOR Loans, Term SOFR Loans and ABR Loans or the Facility Letter of Credit Fee, shall not exceed, in each case, an increase and/or decrease of 0.005% for any one KPI, or 0.01% five basis points in the aggregate for all KPIs aggregate, and (ii) in no event shall the case of Commitment Fee Rate or the Applicable Margin for EURIBOR Loans, Term SOFR Advances, Loans or ABR Advances, and Loans Fee or the Letter of Credit Participation Fees, an increase and/or decrease of 0.02% for any one KPI, or 0.04% in the aggregate for all KPIs; provided, that, in no event shall the Applicable Margin for Term SOFR Advances, ABR Advances, Letter of Credit Participation Fees, or the Facility Fee be less than zerozero percent (0.00%). The KPIs, the BorrowerCompany’s performance against the KPIs, and any related ESG Applicable Margin Rate Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Sustainability-Linked Loan Principles Principles, as further amended, revised or updated from time to time, and to be mutually agreed between the Borrower Borrowers and the Sustainability Coordinator Administrative Agent (each acting reasonably). Following the effectiveness of an ESG Amendment, any modification to the ESG Pricing Provisions 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 Rate, the Letter of Credit Fee or the Applicable Margin for EURIBOR Loans, Term SOFR Advances, Loans or ABR Advances, Letter of Credit Participation Fees, or the Facility Fee Loans to a level that is not otherwise permitted by this Section 2.14(aclause (a).

ESG Adjustments. (a) The 1. After the Closing Date, the Borrower, in consultation with the Sustainability Coordinator, shall be entitled, in its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its Subsidiaries. The Sustainability Coordinator and the Borrower, with the consent of the Required Lenders, Borrower may amend this Agreement (such amendment, an “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 at 5:00 p.m. on the tenth (10th) 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 the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Margin Rate Adjustments”) to the otherwise applicable Applicable Margin Rate for Term SOFR AdvancesRevolving Loans, ABR AdvancesSwing Line Loans, Letter of Credit Participation Fees, Fees and the Facility Commitment Fee may will be made; provided, provided that (1) the amount of such adjustments shall not exceed (i) in the case of the Applicable Margin Rate for the Facility Commitment Fee, an increase and/or decrease of 0.005% for any one KPI, or 0.01% in the aggregate for all KPIs and (ii) in the case of the Applicable Margin Rate for Term SOFR AdvancesRevolving Loans, ABR Advances, Swing Line Loans and Letter of Credit Participation Fees, an increase and/or decrease of 0.020.05% for any one KPI, or 0.04% in the aggregate for all KPIs; provided, that, and (2) in no event shall the Applicable Margin Rate for Term SOFR AdvancesRevolving Loans, ABR AdvancesSwing Line Loans, Letter of Credit Participation Fees, or the Facility Commitment Fee be less than zero. The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Margin Rate Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders so long as such modification does not have the effect of reducing the Applicable Margin Rate for Term SOFR AdvancesRevolving Loans, ABR AdvancesSwing Line Loans, Letter of Credit Participation Fees, Fees or the Facility Commitment Fee to a level not otherwise permitted by this Section 2.14(a2.16(a).