Common use of Sustainability Adjustments Amendment Clause in Contracts

Sustainability Adjustments Amendment. (a) After the Effective Date, the Borrower, in consultation with the Administrative Agent and the Sustainability Structuring 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 and its Subsidiaries. The Administrative Agent, the Sustainability Structuring Agent and the 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 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, the Sustainability Structuring Agent 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 Rate Adjustments”) to the otherwise applicable Applicable Rate will be made; provided, that (i) the amount of such adjustments shall not exceed an increase and/or decrease of (x) 0.05% (5 basis points) per annum to the applicable Applicable Rate (other than the “Commitment Fee Rate”, as set forth in the definition of Applicable Rate) or (y) 0.01% (1 basis point) to the “Commitment Fee Rate”, as set forth in the definition of Applicable Rate, and (ii) in no event shall the Applicable Rate be less than 0.0%. The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Rate Adjustments resulting therefrom, will be determined based on certain Borrower certificates, reports and other documents, in each case, setting forth the calculation, certification, verification and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published in March 2022 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association (as the same may be updated, revised, supplemented or amended from time to time)) and to be mutually agreed between the Borrower, the Administrative Agent and the Sustainability Structuring Agent (each acting reasonably); provided, that nothing in this Section 2.24 or otherwise shall require the Borrower to provide any such certificates, reports or other documents prior to the effectiveness of the applicable ESG Amendment. 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, the Sustainability Structuring Agent and the Required Lenders so long as such modification does not have the effect of reducing the Applicable Rate to a level not otherwise permitted by this Section 2.24. (b) The Sustainability Structuring Agent will assist the Borrower in (i) determining the ESG Pricing Provisions in connection with any proposed ESG Amendment and (ii) preparing informational materials focused on ESG to be used in connection with any proposed ESG Amendment. This Section 2.24. shall supersede any other clause or provision in Section 9.02 to the contrary, including any provision of Section 9.02 requiring the consent of “each Lender directly affected thereby” for reductions in interest rates.

Sustainability Adjustments Amendment. (a) After Prior to the 24 month anniversary of the Effective Date, the Borrower, in consultation with the Administrative Agent and the Sustainability Structuring Agent, shall be entitled may in its sole discretion to 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 SubsidiariesSubsidiaries (such indicators or ratings, “KPI Metrics”), which KPI Metrics shall be subject to thresholds or targets (in either case, such thresholds or targets, “SPTs”). The Administrative Agent, the Sustainability Structuring Agent and the Borrower (each acting reasonably and in consultation with the Sustainability 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, and any . 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 ten 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 metric auditor, 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 Borrower, the Sustainability Structuring Administrative Agent and Lenders comprising the Required 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 Rate Adjustments”) to the otherwise applicable Applicable Rate will may be made; provided, that (i) the amount of such adjustments ESG Applicable Rate Adjustments shall not exceed an increase and/or decrease of (x) 0.05% (5 an aggregate decrease or increase at any point in time of more than 4.00 basis points per annum in the Applicable Rate for Loans, Financial LC Participation Fees and Performance LC Participation Fees, and the ESG Applicable Rate Adjustments to the Applicable Rate applicable to ABR Loans shall be the same amount, in basis points) per annum , as the ESG Applicable Rate Adjustments to the applicable Applicable Rate (other than the “Commitment Fee Rate”, as set forth in the definition of Applicable Rate) or applicable to Term SOFR Loans and Daily Simple SOFR Loans and (y) 0.01% an aggregate decrease or increase at any point in time of more than 1.00 basis point per annum in the Applicable Rate for Facility Fees (1 basis point) to the provisions of this proviso, the “Commitment Fee RateSustainability Adjustment Limitations”, as set forth in the definition of Applicable Rate, ) and (ii) in no event shall the Applicable Rate Rate, in each case, be less than 0.00%. For the avoidance of doubt, the ESG Applicable Rate Adjustments shall not be cumulative year-over-year and shall apply on an annual basis only. The KPIsKPI Metrics, the Borrower’s performance against the KPIsKPI Metrics, and any related ESG Applicable Rate Pricing Adjustments resulting therefrom, will be determined based on certain Borrower certificates, reports and other documents, in each case, setting forth the calculation, certification, verification and measurement of the KPIs KPI Metrics in a manner that is aligned with the Sustainability Linked Loan Principles (as last published in March 2022 February 2023 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association (Association, and as the same may be updatedfurther amended, revised, supplemented revised or amended updated from time to time)) and to be mutually agreed between the Borrower, the Administrative Agent and the Sustainability Structuring Agent (each acting reasonably); provided, that nothing in this Section 2.24 or otherwise shall require the Borrower to provide any such certificates, reports or other documents prior including with respect to the effectiveness of the applicable ESG Amendmentcalculation, certification and measurement thereof. Following the effectiveness of an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Borrower, the Administrative Agent, the Sustainability Structuring Agent and the Required Lenders so long as such modification does not have the effect of (1) increasing the Sustainability Adjustment Limitations set forth in the ESG Amendment or (2) reducing the Applicable Rate to a level not otherwise permitted by this Section 2.24less than 0%. (b) The Sustainability Structuring Agent will assist the Borrower in Each party to this Agreement hereby agrees that (i) determining the ESG Pricing Provisions credit facility described in connection with any proposed ESG Amendment this Agreement is not and shall not be a sustainability-linked loan and (ii) preparing informational materials focused on ESG to be used it shall not publicize, refer to, make an announcement in connection with respect of or disclose in communications that such credit facility is a sustainability-linked loan, in each case, unless and until the effectiveness of any proposed ESG Amendment. This . (c) Other than (i) increasing the Sustainability Adjustment Limitations or (ii) reducing the Applicable Rate to less than 0% (which, for the avoidance of doubt, shall be subject to the consent of “each Lender adversely affected thereby” in accordance with Section 2.24. 9.02), this Section 2.23 shall supersede any other clause or provision in Section 9.02 to the contrary, including any provision of Section 9.02 requiring the consent of “each Lender directly adversely affected thereby” for reductions in interest rates.

Sustainability Adjustments Amendment. (a) After the Effective Date, the Borrower, Borrowers may from time to time submit one or more requests in consultation with writing to the Administrative Agent that this Agreement be amended to include one or more Sustainability Targets and the Sustainability Structuring Agentother related provisions (including, 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 Administrative Agentwithout limitation, the Sustainability Structuring Agent and the Borrower may amend this Agreement appointment of a sustainability structuring agent) (any such amendment, an “ESG Amendment”). Each such request shall be accompanied by the proposed Sustainability Target(s) solely as prepared by the Borrowers in consultation with the sustainability structuring agent and may be devised with assistance from the Sustainability Assurance Provider (as defined below). Any proposed ESG Amendment shall also include the related ESG Pricing Provisions (as defined below) and shall identify a sustainability assurance provider, provided that any such sustainability assurance provider shall be a qualified external reviewer, independent of the Borrowers and their respective Subsidiaries, with relevant expertise, such as an auditor, environmental consultant and/or independent ratings agency of recognized national standing (the “Sustainability Assurance Provider”). (b) If the Borrowers elect to seek an ESG Amendment, the Administrative Agent, the Lenders and the Borrowers shall in good faith enter into discussions to reach an agreement in respect of the proposed Sustainability Targets and Sustainability Assurance Provider, and any proposed incentives and penalties for compliance and noncompliance, respectively, with the purpose of incorporating Sustainability Target(s), including any adjustments to the KPIs and other related provisions Applicable Rate (and/or the commitment fee under Section 2.12(a)) (such provisions, collectively, the “ESG Pricing Provisions”) into this Agreement, and ); provided that the amount of any such adjustments made pursuant to an 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, the Sustainability Structuring Agent 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, not result in a decrease or no adjustment) (such adjustments, the “ESG Applicable Rate Adjustments”) to the otherwise applicable Applicable Rate will be made; provided, that an increase of more than (i) 0.01% in the amount of such adjustments shall not exceed an increase commitment fee under Section 2.12(a) and/or decrease of (xii) 0.05% (5 basis points) per annum to the applicable Applicable Rate (other than the “Commitment Fee Rate”, as set forth in the definition of Applicable Rate) or ; provided that (y) 0.01% (1 basis point) to the “Commitment Fee Rate”, as set forth in the definition of Applicable Rate, and (iix) in no event shall any of the Applicable Rate or the commitment fee under Section 2.12(a) be less than 0.0%0% at any time and (y) 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 pursuant to the ESG Pricing Provisions. Any ESG Amendment (including the related ESG Pricing Provisions) will become effective once the Borrowers, the Administrative Agent and the Required Lenders have executed the ESG Amendment. The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Rate Adjustments resulting therefrom, will be determined based on certain Borrower certificates, reports and other documents, in each case, setting forth the calculation, certification, verification and measurement of the KPIs in a manner that is aligned with Pricing Provisions shall follow the Sustainability Linked Loan Principles (Principles, as published in March 2022 2022, and as they may be updated, revised or amended from time to time by the Loan Market Association, Asia Pacific Loan Market Association and the Loan Syndications & Trading Association (as the same may be updated, revised, supplemented or amended from time to time“SLL Principles”). (c) and to be mutually agreed between the Borrower, the Administrative Agent and the Sustainability Structuring Agent (each acting reasonably); provided, that nothing in this Section 2.24 or otherwise shall require the Borrower to provide any such certificates, reports or other documents prior to the effectiveness of the applicable ESG Amendment. Following the effectiveness of an ESG Amendment, any amendment or other modification to the ESG Pricing Provisions which does not have the effect of reducing any Applicable Rate or the commitment fee under Section 2.12(a)to a level not otherwise permitted by the immediately preceding paragraph shall be subject only to the consent of the Borrower, Required Lenders. (d) Any ESG Amendment will contain language stating that none of the Administrative Agent, the Sustainability Structuring Agent and the Required Lenders so long any Arranger or any sustainability structuring agent have made any assurances as such modification does not have the effect of reducing the Applicable Rate to a level not otherwise permitted by this Section 2.24. (b) The Sustainability Structuring Agent will assist the Borrower in (i) determining whether the ESG Pricing Provisions in connection facility evidenced by this Agreement meets any Lender’s criteria or expectations with any proposed ESG Amendment regard to environmental impact and sustainability performance or (ii) preparing informational materials focused on ESG whether the characteristics of any Sustainability Targets or key performance indicators to be used in connection with any proposed ESG Amendment. This Section 2.24. shall supersede any other clause which the Borrowers will link a potential margin or provision in Section 9.02 to the contraryfee step-up or step-down, including their environmental and sustainability criteria, meet any provision of Section 9.02 requiring the consent of “each Lender directly affected thereby” industry standards for reductions in interest ratessustainability-linked credit facilities.

Sustainability Adjustments Amendment. (a) After the Effective Date, the Borrower, in consultation with the Administrative Agent and the Sustainability Structuring 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 and its Subsidiaries. The Administrative Agent, the Sustainability Structuring Agent and the 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 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, the Sustainability Structuring Agent 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 Rate Adjustments”) to the otherwise applicable Applicable Rate will be made; provided, that (i) the amount of such adjustments shall not exceed an increase and/or decrease of (x) 0.05% (5 basis points) per annum to the applicable Applicable Rate (other than the “Commitment Fee Rate”, as set forth in the definition of Applicable Rate) or (y) 0.01% (1 basis point) to the “Commitment Fee Rate”, as set forth in the definition of Applicable Rate, and (ii) in no event shall the Applicable Rate be less than 0.0%. The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Rate Adjustments resulting therefrom, will be determined based on certain Borrower certificates, reports and other documents, in each case, setting forth the calculation, certification, verification and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published in March 2022 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association (as the same may be updated, revised, supplemented or amended from time to time)) and to be mutually agreed between the Borrower, the Administrative Agent and the Sustainability Structuring Agent (each acting reasonably); provided, that nothing in this Section 2.24 2.23 or otherwise shall require the Borrower to provide any such certificates, reports or other documents prior to the effectiveness of the applicable ESG Amendment. 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, the Sustainability Structuring Agent and the Required Lenders so long as such modification does not have the effect of reducing the Applicable Rate to a level not otherwise permitted by this Section 2.242.23. (b) The Sustainability Structuring Agent will assist the Borrower in (i) determining the ESG Pricing Provisions in connection with any proposed ESG Amendment and (ii) preparing informational materials focused on ESG to be used in connection with any proposed ESG Amendment. This Section 2.242.23. shall supersede any other clause or provision in Section 9.02 to the contrary, including any provision of Section 9.02 requiring the consent of “each Lender directly affected thereby” for reductions in interest rates.

Sustainability Adjustments Amendment. (a) After ESG Amendment. On or prior to the Effective date which is twelve (12) months following the Closing Date, the Borrower, in consultation with the Administrative Agent and the Sustainability Structuring Agent, shall be entitled in its sole discretion to establish specified key performance indicators Key Performance Indicators (“KPIsKPI’s”) with respect to certain environmentalEnvironmental, social Social and governance Governance (“ESG”) targets of the Borrower Borrowers and its their Subsidiaries. The Administrative Agent, the Sustainability Structuring Agent and the Borrower may amend this Agreement (such amendment, an the “ESG Amendment”) solely for the purpose of incorporating the KPIs KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such ESG Amendment amendment (including provisions with respect to the reporting and validation of the measurement of the proposed KPI’s) shall become effective upon with the posting written consent of such proposed ESG Amendment to all Lenders and the Required Lenders, the Borrower and the receipt by the Administrative Agent of executed signature pages and consents to such ESG Amendment from the Borrower, the Sustainability Structuring Agent and Lenders comprising the Required LendersAgent. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIsKPI’s, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Rate Adjustments”) to the otherwise applicable Applicable Margin for Base Rate will be madeAdvances, Adjusted Term SOFR Advances and Adjusted DSS Advances; provided, provided that (i) the amount of such adjustments shall not exceed an a 0.01% increase and/or decrease of (x) 0.05% (5 basis points) per annum in the otherwise applicable Applicable Margin for Base Rate Advances, Adjusted Term SOFR Advances and Adjusted DSS Advances, and the adjustments to the applicable Applicable Margin for Base Rate (other than Advances shall be the “Commitment Fee Rate”, same as set forth in the definition of Applicable Rate) or (y) 0.01% (1 basis point) adjustments to the “Commitment Fee Rate”, as set forth in the definition of Applicable Rate, Margin for Adjusted Term SOFR Advances and Adjusted DSS Advances; provided further that (iii) in no event shall the Applicable Margin for Base Rate Advances, Adjusted Term SOFR Advances and Adjusted DSS Advances be less than 0.0%zero and (ii) such adjustments shall be made on a per annum basis, and shall not be cumulative from year to year. The KPIspricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the Borrower’s performance against the KPIs, and any related ESG Applicable Rate Adjustments resulting therefrom, will be determined based on certain Borrower certificates, reports and other documents, in each case, setting forth the calculation, certification, verification and measurement of the KPIs KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles (as published in March 2022 by the Loan Market Association, Asia Pacific Loan Market Association sustainability linked loan principles and Loan Syndications & Trading Association (as the same may be updated, revised, supplemented or amended from time to time)) and is to be mutually agreed between the Borrower, the Administrative Agent and the Sustainability Structuring Agent Borrower (each acting reasonably); provided, that nothing in this Section 2.24 or otherwise shall require including the Borrower to provide any such certificates, reports or other documents prior to the effectiveness appointment of the applicable ESG Amendmenta sustainability assurance provider. Following the effectiveness of an the ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Borrower, the Administrative Agent, the Sustainability Structuring Agent Borrower and the Required Lenders so long as if such modification does not have the effect of reducing the applicable Applicable Margin for Base Rate Advances, Adjusted Term SOFR Advances and Adjusted DSS Advances to a level not otherwise permitted by this Section 2.242.22(a) (it being understood that any such modification having the effect of reducing the Applicable Margin for Base Rate Advances, Adjusted Term SOFR Advances and Adjusted DSS Advances to a level not otherwise permitted by this paragraph would require approval by all affected Lenders in accordance with Section 9.01). (b) The Sustainability Structuring Agent will assist the Borrower in (i) determining the ESG Pricing Provisions in connection with any proposed ESG Amendment and (ii) preparing informational materials focused on ESG to be used in connection with any proposed ESG Amendment. This Section 2.24. shall supersede any other clause or provision in Section 9.02 to the contrary, including any provision of Section 9.02 requiring the consent of “each Lender directly affected thereby” for reductions in interest rates.