Common use of ESG Clause in Contracts

ESG. (A) Prior to 30 September 2021, the Original Borrower and one or more Lenders selected by the Original Borrower (the “ESG Negotiators”) shall negotiate in good faith to agree the sustainability-linked key performance indicators (each a “KPI”) for the KEL Group which apply to an adjustment to the Margin after 30 September 2021 and associated amendments, consents or waivers to this Agreement or the other Finance Documents on the basis of the following parameters: (i) there shall be two KPIs with one KPI based on an internal measurement of the reduction in emissions/emissions intensity of the KEL Group and the other KPI based on an external assessment of the KEL Group’s environmental, social and governance risks by a third party ratings body, MSCI or similar; (ii) the performance against each KPI shall be assessed once per year and any changes to Margin will apply until the next occasion on which each KPI is assessed (the “Margin Adjustment Period”); (iii) the realisation of the agreed target for any KPI will result in the Margin applicable to a Loan during the Margin Adjustment Period decreasing by 0.025% per KPI; (iv) the realisation of the agreed premium for any KPI will result in the Margin applicable to a Loan during the Margin Adjustment Period increasing by 0.025% per KPI; and (v) one or more Lenders (which may or may not be the ESG Negotiators) shall be appointed as ESG coordinators (“ESG Coordinators”) to represent the Lenders on an ongoing basis in respect of the assessment of the KPIs and any revised targets and premiums for such KPIs (and provision shall be made to carve out liability for the ESG coordinators in the performance of such role). (B) If, prior to 30 September 2021, the Original Borrower and the ESG Negotiators have agreed the KPIs and the associated amendments, consents or waivers to this Agreement or the other Finance Documents in accordance with paragraph (A) (“Agreed ESG Amendments”), the Facility Agent shall submit the Agreed ESG Amendments to the Lenders and each Lender may within a fifteen Business Day period, submit their vote to the Facility Agent as to whether or not they approve of the Agreed ESG Amendments. (C) If: (i) each Lender votes to approve the Agreed ESG Amendments (other than the appointment of and the terms of the appointment of the ESG Coordinators); and (ii) the Majority ▇▇▇▇▇▇▇ vote to approve the appointment of and the terms of the appointment of the ESG Coordinators, then the Facility Agent shall, on behalf of all Finance Parties, effect such Agreed ESG Amendments (including the appointment of the ESG Coordinators). (D) This clause 11.6 may not be amended or waived without the consent of all the Lenders.

ESG. (A) Prior to 30 September 2021, the Original Borrower and one or more Lenders selected by the Original Borrower (the “ESG Negotiators”) shall negotiate in good faith to agree the sustainability-linked key performance indicators (each a “KPI”) for the KEL Group which apply to an adjustment to the Margin after 30 September 2021 and associated amendments, consents or waivers to this Agreement or the other Finance Documents on the basis of the following parameters: (i) : cxli. there shall be two KPIs with one KPI based on an internal measurement of the reduction in emissions/emissions intensity of the KEL Group and the other KPI based on an external assessment of the KEL Group’s environmental, social and governance risks by a third party ratings body, MSCI or similar; (ii) ; cxlii. the performance against each KPI shall be assessed once per year and any changes to Margin will apply until the next occasion on which each KPI is assessed (the “Margin Adjustment Period”); (iii) ; cxliii. the realisation of the agreed target for any KPI will result in the Margin applicable to a Loan during the Margin Adjustment Period decreasing by 0.025% per KPI; (iv) ; cxliv. the realisation of the agreed premium for any KPI will result in the Margin applicable to a Loan during the Margin Adjustment Period increasing by 0.025% per KPI; and (v) and cxlv. one or more Lenders (which may or may not be the ESG Negotiators) shall be appointed as ESG coordinators (“ESG Coordinators”) to represent the Lenders on an ongoing basis in respect of the assessment of the KPIs and any revised targets and premiums for such KPIs (and provision shall be made to carve out liability for the ESG coordinators in the performance of such role). (B) If, prior to 30 September 2021, the Original Borrower and the ESG Negotiators have agreed the KPIs and the associated amendments, consents or waivers to this Agreement or the other Finance Documents in accordance with paragraph (A) (“Agreed ESG Amendments”), the Facility Agent shall submit the Agreed ESG Amendments to the Lenders and each Lender may within a fifteen Business Day period, submit their vote to the Facility Agent as to whether or not they approve of the Agreed ESG Amendments. (C) If: (i) each Lender votes to approve the Agreed ESG Amendments (other than the appointment of and the terms of the appointment of the ESG Coordinators); and (ii) the Majority ▇▇▇▇▇▇▇ vote to approve the appointment of and the terms of the appointment of the ESG Coordinators, then the Facility Agent shall, on behalf of all Finance Parties, effect such Agreed ESG Amendments (including the appointment of the ESG Coordinators). (D) This clause 11.6 may not be amended or waived without the consent of all the Lenders.