ESG Amendment; Sustainability Coordinators Sample Clauses

ESG Amendment; Sustainability Coordinators. (a) After the Fifth Amendment Effective Date, the Company, in consultation with the Sustainability Coordinators, shall be entitled, but not required, to either (a) establish specified Key Performance Indicators (“KPIs”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Company and its Subsidiaries and evaluated by the Sustainability Assurance Provider or (b) establish external ESG ratings (“ESG Ratings”) targets to be mutually agreed between the Company and the Sustainability Coordinators and reviewed by the Sustainability Assurance Provider. Notwithstanding anything herein or in any other Loan Document to the contrary, the Sustainability Coordinators, the Administrative Agent, the Company and the Required Lenders 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 and any such ESG Amendment shall become effective upon (i) receipt by the Lenders of a lender presentation in regard to the ESG Ratings and/or KPIs from the Company no later than five (5) Business Days before the posting of such proposed ESG Amendment to the Lenders and the Borrower, (ii) the posting of such proposed ESG Amendment to all Lenders and the Company and (iii) the receipt by the Administrative Agent of executed signature pages and consents to such ESG Amendment from the Company, the Sustainability Coordinators, the Administrative Agent and Lenders comprising the Required Lenders. Upon effectiveness of any such ESG Amendment, based on either the performance of the Company against the KPIs or its obtainment of the target ESG Ratings, certain adjustments to the Multicurrency Revolving Commitment Fee, USD Revolving Commitment Fee, LC Commission, Applicable Adjusted Term SOFR Margin, Applicable Base Rate Margin, Applicable Eurocurrency Margin and Applicable RFR Margin 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 points in the Multicurrency Revolving Commitment Fee or the USD Revolving Commitment Fee and/or (b) 5.00 basis points in the LC Commission, Applicable Adjusted Term SOFR Margin, Applicable Base Rate Margin, Applicable Eurocurrency Margin or Applicable RFR Margin. If KPIs are utilized, the pricing adjustments will require, among other things, reporting and validation of ...