Sustainability Adjustments Amendment. (a) After the Effective Date, the Borrower, in consultation with the Administrative Agent and the Sustainability Structuring Agent, shall be entitled in its sole discretion to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its Subsidiaries. The Administrative Agent, the Sustainability Structuring Agent and the Borrower may amend this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such ESG Amendment shall become effective upon the posting of such proposed ESG Amendment to all Lenders and the Borrower and the receipt by the Administrative Agent of executed signature pages and consents to such ESG Amendment from the Borrower, the Sustainability Structuring Agent and Lenders comprising the Required Lenders. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Rate Adjustments”) to the otherwise applicable Applicable Rate will be made; provided, that (i) the amount of such adjustments shall not exceed an increase and/or decrease of (x) 0.05% (5 basis points) per annum to the applicable Applicable Rate (other than the “Commitment Fee Rate”, as set forth in the definition of Applicable Rate) or (y) 0.01% (1 basis point) to the “Commitment Fee Rate”, as set forth in the definition of Applicable Rate, and (ii) in no event shall the Applicable Rate be less than 0.0%. The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Rate Adjustments resulting therefrom, will be determined based on certain Borrower certificates, reports and other documents, in each case, setting forth the calculation, certification, verification and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles (as published in March 2022 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association (as the same may be updated, revised, supplemented or amended from time to time)) and to be mutually agreed between the Borrower, the Administrative Agent and the Sustainability Structuring Agent (each acting reasonably); provided, that nothing in this Section 2.24 or otherwise shall require the Borr...
Sustainability Adjustments Amendment
