Common use of Sustainability Adjustments; Successor Sustainability Structuring Agent Clause in Contracts

Sustainability Adjustments; Successor Sustainability Structuring Agent. (a) After the Closing Date, the Opco Borrower may appoint a sustainability structuring agent (in such capacity, the “Sustainability Structuring Agent”) and, in consultation with the Sustainability Structuring Agent and the Administrative Agent, may establish specified Key Performance Indicators (“KPIs”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrowers and their respective Subsidiaries. The Borrowers and the Required Lenders may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (including the ESG Pricing Provisions as defined below) into this Agreement. Upon effectiveness of any such ESG Amendment, based on the Borrowers’ performance against the KPIs, certain adjustments to the Applicable Rate for Revolving Loans, Term Loans and Letters of Credit and the Commitment Fee Rate may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in an increase or decrease of more than (a) 1.00 basis point in the Commitment Fee Rate and/or (b) 5.00 basis points in the Applicable Rate for Revolving Loans, Term Loans or Letters of Credit, and such adjustments shall not be cumulative year-over-year (such adjustments, the “ESG Pricing Provisions”). The pricing adjustments in the ESG Amendment will require, among other things, reporting and validation of the measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published from time to time by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association). Following the effectiveness of the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of reducing the Applicable Rate for Revolving Loans, Term Loans or Letters of Credit or the Commitment Fee Rate to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Opco Borrower and the Required Lenders. (b) The Sustainability Structuring Agent will assist the Opco Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment. (c) This Section 2.26 shall supersede any provisions in Section 9.02 to the contrary. (d) The Sustainability Structuring Agent shall have the benefit of the provisions in Section 8.01, 8.02, 8.03, 8.04, 8.06, 9.03 and 9.17 in each case to the same effect as the Administrative Agent thereunder.

Sustainability Adjustments; Successor Sustainability Structuring Agent. (a) After Following the Closing Date, date on which the Opco Borrower may appoint provides a sustainability structuring agent Sustainability Pricing Certificate in respect of the most recently ended calendar year (in such capacity, the “Sustainability Structuring Agent”) and, in consultation beginning with the delivery of a Sustainability Structuring Agent and the Administrative Agent, may establish specified Key Performance Indicators (“KPIs”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrowers and their respective Subsidiaries. The Borrowers and the Required Lenders may amend this Agreement (such amendment, the “ESG Amendment”) solely Pricing Certificate for the purpose of incorporating the KPIs and other related provisions calendar year ending December 31, 2023), (including the ESG Pricing Provisions as defined belowi) into this Agreement. Upon effectiveness of any such ESG Amendment, based on the Borrowers’ performance against the KPIs, certain adjustments to the Applicable Rate for Revolving LoansCredit Loans shall be increased or decreased (or neither increased nor decreased), Term Loans as applicable, pursuant to the Sustainability Rate Adjustment as set forth in such Sustainability Pricing Certificate, and Letters of Credit and (ii) the Commitment Fee Rate may rate shall be made; provided that the amount of any such adjustments made increased or decreased (or neither increased nor decreased), as applicable, pursuant to an ESG Amendment shall not result in an increase or decrease of more than (a) 1.00 basis point in the Sustainability Commitment Fee Adjustment as set forth in such Sustainability Pricing Certificate. For purposes of the foregoing, (A) the Sustainability Rate and/or Adjustment and the Sustainability Commitment Fee Adjustment shall be applied as of the fifth Business Day following receipt by the Administrative Agent of a Sustainability Pricing Certificate delivered pursuant to Section 6.02(d) based upon the KPI Metrics and performance of the Sustainability Performance Targets set forth in such Sustainability Pricing Certificate and the calculations of the Sustainability Rate Adjustment and the Sustainability Commitment Fee Adjustment therein (bsuch day, the “Sustainability Pricing Adjustment Date”) 5.00 basis points and (B) each change in the Applicable Rate for Revolving LoansCredit Loans and the Commitment Fee rate resulting from a Sustainability Pricing Certificate shall be effective commencing on and including the applicable Sustainability Pricing Adjustment Date (or, Term Loans in the case of non-delivery of a Sustainability Pricing Certificate, the last day such Sustainability Pricing Certificate could have been delivered pursuant to the terms of Section 6.02(d)). (b) For the avoidance of doubt, only one Sustainability Pricing Certificate may be delivered in respect of any calendar year. It is further understood and agreed that the Applicable Rate will never be reduced or Letters increased by more than 5.00 basis points relative to the unadjusted Applicable Rate and that the Commitment Fee rate will never be reduced or increased by more than 1.50 basis points relative to the unadjusted Commitment Fee rate, pursuant to the Sustainability Rate Adjustment and the Sustainability Commitment Fee Adjustment, respectively, during any calendar year. For the avoidance of Creditdoubt, and such adjustments any adjustment to the Applicable Rate or Commitment Fee rate by reason of meeting one or several KPI Metrics in any calendar year shall not be cumulative year-over-year year; provided that, (such adjustments, the “ESG Pricing Provisions”). The pricing adjustments in the ESG Amendment will require, among other things, reporting and validation of the measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published from time to time by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association). Following the effectiveness of the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of reducing i) if the Applicable Rate for Revolving Loans, Term Loans or Letters of Credit or the and/or Commitment Fee rate are reduced relative to the unadjusted Applicable Rate and/or the unadjusted Commitment Fee rate, as applicable, in any year, they may be increased in a subsequent year by non-performance of the Sustainability Performance Targets and (ii) if the Applicable Rate and/or Commitment Fee rate are increased relative to the unadjusted Applicable Rate and/or the unadjusted Commitment Fee rate, as applicable, in any year, they may be decreased in a level not otherwise permitted subsequent year by performance of the Sustainability Performance Targets, but, in each case, subject to the limitations of the second sentence of this paragraph shall be subject only to the consent of the Opco Borrower and the Required Lenders. (b) The Sustainability Structuring Agent will assist the Opco Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment). (c) This Section 2.26 shall supersede any provisions It is hereby understood and agreed that, subject to the limitations of the second sentence in Section 9.02 2.18(b), in the event the Borrower fails to timely deliver a Sustainability Pricing Certificate in accordance with Section 6.02(d), (i) the Sustainability Rate Adjustment will be positive 5.00 basis points and (ii) the Sustainability Commitment Fee Adjustment will be positive 1.50 basis points, in each case, commencing on the last day such Sustainability Pricing Certificate could have been delivered pursuant to the contraryterms of Section 6.02(d) and continuing until the Borrower delivers a Sustainability Pricing Certificate to the Administrative Agent for such Sustainability Pricing Adjustment Date. (d) If, prior to the Facility Termination Date, (i)(A) the Administrative Agent becomes aware of any material inaccuracy in the Sustainability Rate Adjustment, the Sustainability Commitment Fee Adjustment or the KPI Metrics as reported in a Sustainability Pricing Certificate (any such material inaccuracy, a “Sustainability Pricing Certificate Inaccuracy”) and the Administrative Agent delivers, not later than ten (10) Business Days after obtaining knowledge thereof, a written notice to the Borrower describing such Sustainability Pricing Certificate Inaccuracy in reasonable detail (which description shall be shared with each Revolving Credit Lender and the Borrower), or (B) the Borrower becomes aware of a Sustainability Pricing Certificate Inaccuracy and the Borrower and the Administrative Agent shall mutually agree that there was a Sustainability Pricing Certificate Inaccuracy at the time of delivery of a Sustainability Pricing Certificate, and (ii) a proper calculation of the Sustainability Rate Adjustment, Sustainability Commitment Fee Adjustment or the KPI Metrics would have resulted in an increase in the Applicable Rate or Commitment Fee rate for any period, the Borrower shall be obligated to pay to the Administrative Agent for the account of the applicable Revolving Credit Lenders or the applicable L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code, automatically and without further action by the Administrative Agent, any Revolving Credit Lender or any L/C Issuer), but in any event within ten (10) Business Days after the Borrower has received written notice in accordance with this Section 2.18(d) of, or has agreed in writing that there was, a Sustainability Pricing Certificate Inaccuracy, an amount equal to the excess of (1) the amount of interest and fees that should have been paid for such period over (2) the amount of interest and fees actually paid for such period. If the Borrower becomes aware of any Sustainability Pricing Certificate Inaccuracy and, in connection therewith, if a proper calculation of the Sustainability Rate Adjustment, the Sustainability Commitment Fee Adjustment or the KPI Metrics would have resulted in a decrease in the Applicable Rate or Commitment Fee for any period, then, upon receipt by the Administrative Agent of notice from the Borrower of such Sustainability Pricing Certificate Inaccuracy (which notice shall include corrections to the calculations of the Sustainability Rate Adjustment, the Sustainability Commitment Fee Adjustment, or the KPI Metrics, as applicable), commencing on the Business Day following receipt by the Administrative Agent of such notice, the Applicable Rate and the Commitment Fee shall be adjusted to reflect the corrected calculations of the Sustainability Rate Adjustment, the Sustainability Commitment Fee Adjustment or the KPI Metrics, as applicable. (e) It is understood and agreed that any Sustainability Pricing Certificate Inaccuracy shall not constitute a Default or Event of Default; provided that the Borrower complies with the terms of Section 2.18(d) with respect to such Sustainability Pricing Certificate Inaccuracy. Notwithstanding anything to the contrary herein, unless such amounts shall be due upon the occurrence of an actual or deemed entry of an order for relief with respect to a Borrower under the Bankruptcy Code, (i) any additional amounts required to be paid pursuant to Section 2.18(d) shall not be due and payable until the earlier to occur of (x) a written demand is made for such payment by the Administrative Agent in accordance with Section 2.18(d) or (y) ten (10) Business Days after the Borrower has received written notice of, or has agreed in writing that there was, a Sustainability Pricing Certificate Inaccuracy (such date, the “Sustainability Pricing Certificate Inaccuracy Payment Date”), (ii) any nonpayment of such additional amounts prior to the Sustainability Pricing Certificate Inaccuracy Payment Date shall not constitute a Default or Event of Default (whether retroactively or otherwise) and (iii) none of such additional amounts shall be deemed overdue prior to the Sustainability Pricing Certificate Inaccuracy Payment Date or shall accrue interest at the Default Rate prior to the Sustainability Pricing Certificate Inaccuracy Payment Date. (f) Each party hereto hereby agrees that the Administrative Agent and the Sustainability Structuring Agent shall not have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Borrower of any Sustainability Rate Adjustment or Sustainability Commitment Fee Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any Sustainability Pricing Certificate (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry). (g) The Sustainability Structuring Agent shall have the benefit of the provisions in Section 8.019.01, 8.029.02, 8.039.03, 8.049.04, 8.069.05, 9.03 9.07, 10.04 and 9.17 10.16 in each case to the same effect as the Administrative Agent thereunder.

Sustainability Adjustments; Successor Sustainability Structuring Agent. (a) After the Closing Effective Date, the Opco Borrower may appoint a sustainability structuring agent (in such capacity, the “Sustainability Structuring Agent”) andLead Borrower, in consultation with the Sustainability Structuring Agent and the Administrative Agent, may shall be entitled to establish either (a) specified Key Performance Indicators sustainability performance targets (“SPTs”) as measured by certain environmental, social and governance (“ESG”) related key performance indicators (“KPIs”) of the Lead Borrower and its Subsidiaries or (b) external ESG ratings targets with respect to certain Environmental, Social the Lead Borrower and Governance (“ESG”) targets of the Borrowers and their respective Subsidiariesits Subsidiaries to be agreed. The Borrowers Sustainability Structuring Agent, Administrative Agent and the Required Lenders Lead Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the SPTs and KPIs or ESG ratings targets, as applicable, and other related provisions (including the “ESG Pricing Provisions as defined belowProvisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the tenth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Lead Borrower unless, prior to such time, the Required ESG Lenders have delivered to the Administrative Agent written notice that such Required ESG Lenders object to such amendment. Upon effectiveness of any such ESG Amendment, based on the Borrowers’ Lead Borrower’s performance against the KPIsSPTs or ESG ratings targets, as applicable, certain adjustments to the Applicable Rate for Revolving Loans, Term A-1 Loans and Letters of Credit and the Commitment Fee Rate may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in an increase or decrease of more than (a) 1.00 basis point in the Commitment Fee Rate and/or (b) 5.00 basis points in the Applicable Rate for Revolving Loans, Term Credit Loans or Letters of CreditTerm A-1 Loans. If SPTs and KPIs or external ESG ratings, and such adjustments shall not be cumulative year-over-year (such adjustmentsas applicable, are utilized, the “ESG Pricing Provisions”). The pricing adjustments in the ESG Amendment will require, among other things, reporting and validation of the measurement of the KPIs or external ESG ratings, as applicable, in a manner that is aligned with the Sustainability Linked Loan Principles (as published from time to time in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) and is to be agreed between the Lead Borrower, the Administrative Agent and the Sustainability Structuring Agent (each acting reasonably). Following the effectiveness of the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of reducing or increasing the Applicable Rate for Revolving Credit Loans, Term A-1 Loans or Letters of Credit or the Commitment Fee Rate to a level not otherwise permitted by this paragraph shall be subject only to the consent of only the Opco Sustainability Structuring Agent, Administrative Agent, the Lead Borrower and the Required ESG Lenders. (b) The Sustainability Structuring Agent will (i) assist the Opco Lead Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Lead Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment. (c) This Section 2.26 shall supersede any provisions in Section 9.02 to the contrary. (d) The Sustainability Structuring Agent shall have the benefit of the provisions in Section 8.01, 8.02, 8.03, 8.04, 8.06, 9.03 and 9.17 in each case to the same effect as the Administrative Agent thereunder.

Sustainability Adjustments; Successor Sustainability Structuring Agent. (a) After the Closing Date, the Opco Domestic Borrower may appoint a sustainability structuring agent (in such capacity, the “Sustainability Structuring Agent”) and, in consultation with the Sustainability Structuring Agent and the Administrative Agent, may establish specified Key Performance Indicators (“KPIs”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrowers and their respective Subsidiaries. The Borrowers Loan Parties, the Administrative Agent and the Required Lenders may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (including the ESG Pricing Provisions as defined below) into this Agreement. Any such ESG Amendment shall become effective upon (i) receipt by the Lenders of a lender presentation in regard to the KPIs from the Borrowers no later than ten (10) Business Days before the proposed effective date of such proposed ESG Amendment, (ii) the posting of such proposed ESG Amendment to all Lenders and the Borrowers, (iii) the identification, and engagement at the Borrowers’ cost and expense, of a sustainability metric auditor, which shall be a qualified external reviewer of nationally recognized standing, independent of the Borrowers and their Affiliates and (iv) the receipt by the Administrative Agent of executed signature pages and consents to such ESG Amendment from the Loan Parties, the Administrative Agent and Lenders comprising the Required Lenders. Upon effectiveness of any such ESG Amendment, based on the Borrowers’ performance against the KPIs, certain adjustments to the Applicable Rate for Revolving Credit Loans, Incremental Term Loans and Letters of Credit and the Commitment Fee Rate may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in an increase or decrease of more than (a) 1.00 basis point in the Commitment Fee Rate and/or (b) 5.00 basis points in the Applicable Rate for Revolving Credit Loans, Incremental Term Loans or Letters of Credit, and such adjustments shall not be cumulative year-over-year (such adjustments, the “ESG Pricing Provisions”). The pricing adjustments in the ESG Amendment will require, among other things, reporting and validation of the measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published from time to time by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association). Following the effectiveness of the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of reducing the Applicable Rate for Revolving Credit Loans, Incremental Term Loans or Letters of Credit or the Commitment Fee Rate to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Opco Domestic Borrower and the Required Lenders. (b) The Sustainability Structuring Agent will assist the Opco Domestic Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment. (c) This Section 2.26 2.20 shall supersede any provisions in Section 9.02 11.01 to the contrary. (d) The Sustainability Structuring Agent shall have the benefit of the provisions in Section 8.019.01, 8.029.02, 8.039.03, 8.049.04, 8.069.05, 9.03 9.07, 9.08, 11.02 and 9.17 11.17 in each case to the same effect as the Administrative Agent thereunder.