ESG Amendment. (a) After the Closing Date, the Borrower, in consultation with the Co-Sustainability Agents, shall be entitled to either (a) establish specified Key Performance Indicators (“KPIs”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower and its Subsidiaries or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Borrower and the Co-Sustainability Agents. The Co-Sustainability Agents, the Revolving Administrative Agent and the Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating either the KPIs or ESG Ratings and other related provisions (the “ESG Pricing Provisions”) into this Agreement; provided that such amendment shall become effective on the fifth (5th) Business Day after the date notice of such amendment is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Revolving Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Facility Lenders in respect of the Revolving Facility. Upon effectiveness of any such ESG Amendment, based on either the Borrower’s performance against the KPIs or its obtainment of the target ESG Ratings, certain adjustments to the Commitment Fee Rate, Letter of Credit Fee and Applicable Rate in respect of the Revolving Facility may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or increase of more than (a) 1.00 basis point in the unused commitment fee payable pursuant to Section 2.12(b) and/or (b) 5.00 basis points in the relevant Applicable Rate or Letter of Credit Fee or, in each case, may remain unchanged if the KPI is within certain buffer ranges to be set forth in the ESG Amendment (such adjustments, collectively, the “Sustainability-Linked Adjustments”). If KPIs are utilized, the pricing adjustments 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 and maintained by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association), which shall include a customary review report from a third party, together with a related pricing certificate, and in a form to be ag...
ESG Amendment. 64 2.18 Sustainability Coordinator ................................................................................... 64 ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY .................................... 64 3.01 Taxes. ................................................................................................................... 64 3.02 Illegality ............................................................................................................... 68 3.03
ESG Amendment. (a) After the Closing Date, the Company, in consultation with the Sustainability Coordinator, shall be entitled to establish specified Key Performance Indicators (“KPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Company and its Subsidiaries. The Sustainability Coordinator, the Company, the Required Lenders and the Administrative Agent may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s and other related provisions (the “ESG Pricing Provisions”) into this Agreement. Upon effectiveness of any such ESG Amendment, based on the Company’s performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) to the Applicable Rate for the Commitment Fee, Applicable Rate for Base Rate Loans, and Applicable Rate for Term SOFR Loans and Letter of
ESG Amendment. After the Closing Date, the Company, in consultation with the Sustainability Coordinator, shall be entitled to establish specified Key Performance Indicators (“KPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Company and its Subsidiaries. The Sustainability Coordinator, the Company and the Administrative Agent may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPI’s 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 posts such proposed amendment to all Lenders and the Company unless, prior to such time, Lenders comprising the Required Lenders deliver 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 effectiveness of any such ESG Amendment, based on the Company’s performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) to the 75 158477613_2174043865_5
ESG Amendment. After the Effective Date, the Company, in consultation with the Sustainability Coordinator, shall be entitled to establish specified Key Performance Indicators (“KPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Company and its subsidiaries. The Sustainability Coordinator, the Company and the Administrative Agent may enter into an amendment to this Agreement for purposes of incorporating the KPI’s and related provisions (the “ESG Pricing Provisions”) into this Agreement, with the consent of the Required Banks (the “ESG Amendment”). Upon effectiveness of such ESG Amendment, based on the Company’s performance against the KPI’s, certain adjustments to the Facility Fee Rate, the Term SOFR Margin and the Base Rate Margin will be made in an amount not exceeding (i) a 0.040% increase and/or decrease in the otherwise applicable Term SOFR Margin or Base Rate Margin and (ii) a 0.010% increase and/or decrease in the otherwise applicable Facility Fee Rate. The pricing adjustments pursuant to the KPI’s will require, among other things, reporting and validation of the measurement of the KPI’s in a manner that is aligned with the Sustainability Linked Loan Principles (as published in May 2021 and updated in July 2021 and March 2022 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association, and as further amended, revised or updated from time to time) and is to be agreed between the Company and the Sustainability Coordinator. Following the effectiveness of the ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Company and the Required Banks if such modification does not have the effect of reducing the Facility Fee Rate, Term SOFR Margin or the Base Rate Margin to a level not otherwise permitted by this paragraph.
ESG Amendment. Nothing herein shall require Borrower to provide any sustainability reports prior to the effectiveness of an ESG Amendment.
ESG Amendment. Notwithstanding anything to the contrary in this Section 13.6., after the Effective Date, the Borrower, in consultation with the Sustainability Structuring Agents, shall be entitled to (a) identify specified Environmental, Social and Governance (“ESG”) related Key Performance Indicators (“KPIs”) and establish associated annual Sustainability Performance Targets (“SPTs”) with respect to the ESG strategy and disclosure of the Borrower and its Subsidiaries and/or (b) identify external ESG ratings (“ESG Ratings”) and establish associated annual SPTs. Any such KPIs and/or ESG Ratings and associated SPTs are to be mutually agreed between the Borrower and the Sustainability Structuring Agents. The Sustainability Structuring Agents, the Borrower and the Requisite Lenders may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating KPIs and/or ESG Ratings, associated SPTs and other related provisions (the “ESG Pricing Provisions”) into this
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. The provisions of this Section shall supersede any provisions in Section 12.1 to the contrary.”
