Sustainability Adjustments Sample Clauses
The Sustainability Adjustments clause allows for modifications to contract terms based on sustainability-related factors or performance. Typically, this clause enables parties to adjust pricing, obligations, or deliverables if certain environmental, social, or governance (ESG) criteria are met or missed, such as reducing costs for meeting emissions targets or increasing fees for failing to use sustainable materials. Its core function is to incentivize and enforce sustainable practices within the contractual relationship, ensuring that both parties are aligned with agreed-upon sustainability goals and can adapt to evolving standards or achievements.
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Sustainability Adjustments. (a) DEI may deliver a Pricing Certificate to the Administrative Agent in respect of the most recently ended calendar year on any date prior to the date that is 120 days following the last day of such calendar year (the date the Administrative Agent’s receipt thereof, each a “Pricing Certificate Date”), which DEI may or may not do, in its sole discretion. If DEI so delivers a Pricing Certificate in respect of a calendar year, (i) the Applicable Percentage for the Revolving Loans incurred by DEI shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Margin Adjustment as set forth in the KPI Metrics Certificate delivered with such Pricing Certificate, and (ii) the Applicable Percentage for the Facility Fee for Commitments under the DEI Sublimit shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Fee Adjustment as set forth in such KPI Metrics Certificate. If no Pricing Certificate is so delivered in respect of a calendar year, the Sustainability Margin Adjustment and the Sustainability Fee Adjustment in respect of such calendar year shall be determined pursuant to Section 1.7(c). For purposes of the foregoing, (A) if a Pricing Certificate is so delivered for any calendar year, the Sustainability Margin Adjustment and the Sustainability Fee Adjustment shall be determined as of the fifth Business Day following the Pricing Certificate Date for such Pricing Certificate based upon the KPI Metrics for such calendar year set forth in the KPI Metrics Certificate delivered with such Pricing Certificate and the calculations of the Sustainability Margin Adjustment and the Sustainability Fee Adjustment in such KPI Metrics Certificate and (B) if no Pricing Certificate is so delivered in respect of such calendar year, the Sustainability Margin Adjustment and the Sustainability Fee Adjustment shall be determined pursuant to Section 1.7(c) effective as of the Business Day immediately following the date that is 120 days following the last day of such calendar year (such fifth (5th) Business Day or such Business Day, as applicable, each a “Sustainability Pricing Adjustment Date”). Each change in the Applicable Percentages on any Sustainability Pricing Adjustment Date shall be effective during the period commencing on and including such Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next Sustainability Pricing Adju...
Sustainability Adjustments. (a) After the Closing Date, the Borrowers, in consultation with the Sustainability Structuring Agent, 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 Borrowers and their 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 Borrowers and the Sustainability Structuring Agent.
(b) Notwithstanding anything in Section 10.01 to the contrary, the Borrowers, the Sustainability Structuring Agent, and the Required Lenders may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPIs and/or ESG Ratings, associated SPTs, and other related provisions (the “ESG Pricing Provisions”) into this Agreement.
(c) If any such ESG Amendment does not obtain the requisite consent of the Required Lenders, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrowers, the Sustainability Structuring Agent, and the Agent.
(d) Upon the effectiveness of any such ESG Amendment, based on the Loan Parties’ performance against the KPIs and/or ESG Ratings and associated SPTs, certain adjustments (an increase, a decrease, or no adjustment) to the Applicable Commitment Fee Percentage and the Applicable Margin will be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not exceed (i) in the case of the Applicable Commitment Fee Percentage, an increase and/or decrease of 1.00 basis point in the aggregate based off the Applicable Commitment Fee Percentages in effect as of the Closing Date and (ii) in the case of the Applicable Margin, an increase and/or decrease of 4.00 basis points in the aggregate based off the Applicable Margin pricings in effect as of the Closing Date; provided, further, that in no event shall the Applicable Commitment Fee Percentage or the Applicable Margin be less than 0%.
(e) The pricing adjustments will require, among other things, annual reporting in a manner that is aligned with the Sustainability Linked Loan Principles in effect at the time of the ESG Amendment and is to be mutually agreed between the Borrowers, the Sustainability Structuring Agent, and the Agent (each acting reaso...
Sustainability Adjustments. After the Second Amendment Effective Date, the Borrower, in consultation with the Administrative Agent (in such capacity, 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 Holdings and its Subsidiaries. The Sustainability Coordinator, the Requisite Revolving Credit Lenders and the Borrower 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 Holdings’ and its Subsidiaries’ performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Applicable Unused Commitment Fee Rate, Applicable Margin for Base Rate Loans consisting of Revolving Loans, and Applicable Margin for Eurodollar RateTerm SOFR Loans consisting of Revolving Loans will be made; provided that the amount of such adjustments shall not exceed (i) a 0.05% increase and/or a 0.05% decrease in the otherwise applicable Applicable Margin for Eurodollar RateTerm SOFR Loans consisting of Revolving Loans, in each case, determined based upon the applicable rating on the effective date of the ESG Amendment, and the adjustments to the Applicable Margin for Base Rate Loans consisting of Revolving Loans shall be the same amount, in basis points, as the adjustments to the Applicable Margin for Eurodollar RateTerm SOFR Loans consisting of Revolving Loans or (ii) a 0.01% increase and/or a 0.01% decrease in the otherwise Applicable Unused Commitment 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 and is to be agreed between the Borrower and the Sustainability Coordinator (each acting reasonably). Following the effectiveness of the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of reducing the Applicable Unused Commitment Fee Rate, Applicable Margin for Base Rate Loans consisting of Revolving Loans or Applicable Margin for Eurodollar RateTerm SOFR Loans consisting of Revolving Loans to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Requisite Revolving Credit Lenders. Th...
Sustainability Adjustments. If (i)(A) any Lender becomes aware of any material inaccuracy in the CarbonCount® level as reported in the Company’s annual financial information delivered pursuant to Section 5.01(a) (any such material inaccuracy, a “Sustainability Pricing Inaccuracy”) and such Lender delivers, not later than ten (10) Business Days after obtaining knowledge thereof, a written notice to the Administrative Agent describing such Sustainability Pricing Inaccuracy in reasonable detail (which description shall be shared with each Lender and the Borrower Representative), or (B) the Company or any Borrower becomes aware of a Sustainability Pricing Inaccuracy and the Borrower Representative and the Administrative Agent shall mutually agree that there was a Sustainability Pricing Inaccuracy at the time of delivery of the Company’s annual financial information delivered pursuant to Section 5.01(a), and (ii) a proper calculation of the CarbonCount® level would have resulted in an increase in the Applicable Margin or Commitment Fee Rate for any period, the Borrowers shall be obligated to pay to the Administrative Agent for the account of the applicable Lenders and Issuing Banks promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code (or any comparable event under non-U.S. Debtor Relief Laws), automatically and without further action by the Administrative Agent, any Lender or any Issuing Bank), but in any event within ten (10) Business Days after the Borrower Representative has received written notice of (in the case of clause (i)(A) above), or has agreed in writing that there was (in the case of clause (i)(B) above), a Sustainability Pricing Inaccuracy, an amount equal to the excess of (1) the amount of interest and fees that should have been paid for such period over (2) the amount of interest and fees actually paid for such period. It is understood and agreed that any Sustainability Pricing Inaccuracy shall not constitute a Default or Event of Default; provided, that, the Borrower Representative complies with the terms of this Section 9.23 and Section 5.02(e) with respect to such Sustainability Pricing Inaccuracy. Notwithstanding anything to the contrary herein, unless such amounts shall be due upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code (or any comparable event under non-U.S. De...
Sustainability Adjustments. The Applicable Margin and Unused Line Fee Rate shall be subject to annual sustainability adjustments based on certain key performance indicators as set forth in Schedule 1.1K (“KPIs”) with respect to certain environmental, social and governance targets of the Borrowers and its Subsidiaries. Upon achieving, or failing to achieve KPI Achievements for a given Fiscal Year, commencing with the Fiscal Year ending on or around February 3, 2024, the Applicable Margin and Unused Line Fee Rate shall be adjusted based on the number of achieved KPIs for such Fiscal Year as set forth below and such reduction or increase shall become effective 5 Business Days’ after receipt by the Agent of the sustainability report and Sustainability Compliance Certificate for such Fiscal Year. The aggregate increases and decreases in the Applicable Margin and Unused Line Fee Rate hereunder shall not be cumulative and increases in the Applicable Margin shall not exceed 0.05% at any time, increases in the Unused Line Fee Rate shall not exceed 0.01% at any time, reductions in the Applicable Margin shall not exceed 0.05% at any time and reductions in the Unused Line Fee shall not exceed 0.01% at any time.
Sustainability Adjustments. 80 DB3/ 204690278.10 TABLE OF CONTENTS (continued)
Sustainability Adjustments. Following the date on which the Parent provides a Pricing Certificate in respect of the most recently ended calendar year, the Applicable Margin shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Applicable Margin Adjustment as set forth in such Pricing Certificate in the manner and at the times described in this Section 1.19. For purposes of the foregoing, (A) the Sustainability Applicable Margin Adjustment shall be determined as of the fifth Business Day following receipt by the Administrative Agent of a Pricing Certificate delivered pursuant to Section 7.6(e) based upon the KPI Metrics set forth in such Pricing Certificate for the most recently ended calendar year and the calculations of the Sustainability Applicable Margin Adjustment therein (such day, the “Sustainability Pricing Adjustment Date”) and (B) each change in the Applicable Margin resulting from a Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Pricing Adjustment Date and ending on the date immediately preceding the next such Sustainability Pricing Adjustment Date (or, in the case of non-delivery of a Pricing Certificate for the immediately following period, the last day such Pricing Certificate for such following period could have been delivered pursuant to the terms of Section 7.6(e)).
Sustainability Adjustments. 26 SECTION 2. FEES............................................................................................................28 Section 2.1. Fees ......................................................................................................28 SECTION 3.
Sustainability Adjustments. (a) Eligible Expenditures.
(i) Commencing with the Fiscal Year ending December 31, 2022, within 120 days after the end of each Fiscal Year Borrower may, in its sole discretion, choose to deliver an Eligible Expenditure Certificate to the ESG Coordinator and Administrative Agent related to (x) the period beginning on the Closing Date and ending on December 31, 2022, in the case of the first such certificate, and (y) the preceding Fiscal Year, in the case of each subsequent certificate (each such applicable period, a “Measurement Period”).
(ii) From and after the date on which an Eligible Expenditure Certificate is delivered and during the then applicable Eligible Expenditure Application Period, Available Eligible Expenditures shall automatically be applied dollar-for-dollar to reduce (x) the Applicable Margin (by an amount not greater than five (5) basis points during the applicable Eligible Expenditure Application Period) and (y) the Commitment Fee Rate (by an amount not greater than one (1) basis point during the applicable Eligible Expenditure Application Period), in each case as interest, Letter of Credit Fees and Commitment Fees become due.
(iii) For the avoidance of doubt, only one Eligible Expenditure Certificate may be delivered in respect of any Measurement Period.
Sustainability Adjustments. (a) On and from the date on which the Parent provides a Sustainability Pricing Certificate in respect of the most recently ended calendar year, the percentages per annum specified in the Rate Table in Annex I hereto in the applicable “Applicable Margin” row shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Rate Adjustment as set forth in such Sustainability Pricing Certificate provided, however, that for purposes of determining if any KPI has or has not been achieved, the Borrowers may at their election exclude the impact of (i) any amendment to, or change in, any applicable laws, regulations, rules, guidelines, standards and policies applicable or relating to the business, operations or properties of the Borrowers and their consolidated subsidiaries following the Signing Date, (ii) any amendment to, or change in, methodologies, guidelines, standards or policies, or other procedures related to metrics or scoring that have an effect on the measurement or achievement of the KPIs and SPTs, including those of the S&P and WHO, or (iii) any force majeure, extraordinary or exceptional events or circumstances, including the occurrence of such events or circumstances with respect to any governmental, non-governmental or healthcare organization whose participation, involvement or functioning is necessary, appropriate or, as of the Signing Date, anticipated, for the achievement of the KPIs (including but not limited to geo-political instability, poor governance practices or the failure of local infrastructure (including physical or social infrastructure or supranational, national, state, provincial or local governance)). Any election by the Borrowers to exclude the impact of such events and circumstances as detailed in this Section will be accompanied by a reasonably detailed description set forth in the applicable Pricing Certificate. If a KPI is not achieved as a result of the occurrence of any of the foregoing described in the proviso to the immediately preceding sentence, as determined by Borrower in its reasonable judgment, then such KPI shall no longer apply and there shall be no impact to the margin. For purposes of the foregoing, (A) each of the Sustainability Rate Adjustment shall be determined as of the fifth Business Day following receipt by the Administrative Agent of a Sustainability Pricing Certificate delivered pursuant to paragraph (g) of this Section 2.22 based upon the KPI Metrics set...