Common use of ESG Amendment Clause in Contracts

ESG Amendment. On or prior to the date which is twelve (12) months following the Closing Date, the Borrower, in consultation with the Sustainability Structuring Agents, shall be entitled to establish specified Key Performance Indicators (“KPI”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower and its Subsidiaries (such indicators, “ESG KPI Metrics”) and thresholds or targets with respect thereto (such thresholds or targets, “SPTs”). The Administrative Agent and the Borrower (each acting reasonably and in consultation with the Sustainability Structuring Agents) may propose an amendment to this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the 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) the posting of such proposed ESG Amendment to the Lenders and the Borrower and (ii) the receipt by the Administrative Agent of executed signature pages and consents to such ESG Amendment from the Required Lenders, the Borrower and the Administrative Agent and the Sustainability Structuring Agents.

ESG Amendment. On or prior to the date which is twelve (12) months following the Closing Date, the Borrower, in consultation with the Sustainability Structuring AgentsCoordinator, shall be entitled to establish specified Key Performance Indicators (“KPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower and its Subsidiaries (such indicators, “ESG KPI Metrics”) and thresholds or targets with respect thereto (such thresholds or targets, “SPTs”)Subsidiaries. The Sustainability Coordinator, the Borrower and the Administrative Agent and the Borrower (each acting reasonably and in consultation with the Sustainability Structuring Agents) may propose an amendment to amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the ESG KPI Metrics, the SPTs KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Any , 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 (i) with the posting written consent of such proposed ESG Amendment to the Lenders and the Borrower and (ii) the receipt by the Administrative Agent of executed signature pages and consents to such ESG Amendment from the Required Lenders, the Borrower and Borrower, the Administrative Agent and the Sustainability Structuring Agents.Coordinator. Upon effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Commitment Fee, Applicable Rate for Base Rate Loans, and Applicable Rate for Term SOFR Loans will be made; provided that the amount of such adjustments shall not exceed (x) a 0.010% increase and/or decrease in the otherwise applicable Commitment Fee and (y) a 0.075% increase and/or decrease