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) (i) Each of the Sustainability Margin Adjustment and the Sustainability Facility Fee Adjustment shall be effective on the Sustainability Adjustment Date and (ii) each change in the Applicable Margin and the Facility Fee Rate resulting from a Sustainability Pricing Certificate shall be effective during the period commencing on and including the applicable Sustainability Adjustment Date and ending on the date immediately preceding the next such Sustainability Adjustment Date.
(b) For the avoidance of doubt, the Sustainability Pricing Certificate may be delivered only once (as to any given Key Performance Indicator) in respect of any calendar year. It is further understood and agreed that the Applicable Margin will never be reduced by more than [Redacted] or increased by more than [Redacted] and the Facility Fee Rate will never be reduced or increased by more than [Redacted], in each case pursuant to the Sustainability Margin Adjustment or the Sustainability Facility Fee Adjustment, as applicable, during any calendar year (the “Maximum Adjustment”). For the avoidance of doubt, any adjustment to the Applicable Margin due to a Sustainability Margin Adjustment or any adjustment to the Facility Fee Rate due to a Sustainability Facility Fee Adjustment in any calendar year shall not be cumulative year-over-year. Each applicable adjustment shall only apply until the date on which the next adjustment is due to take place.
(c) If the Company fails to provide the Lead Sustainability Structuring Agent and the Administrative Agent with the Sustainability Pricing Certificate or one or more of the KPI Metrics for any calendar year within the timeframe indicated in Section 6.2, the Applicable Margin shall be increased by [Redacted] and the Facility Fee Rate shall be increased by [Redacted] for each applicable Key Performance Indicator for which a KPI Metric has not been submitted, commencing on the Sustainability Adjustment Date and continuing until five Business Days following the date on which the Company submits another Sustainability Pricing Certificate for such Key Performance Indicator (or if no such Sustainability Pricing Certificate is provided, for the subsequent calendar year); provided, that it is understood and agreed that the Applicable Margin and the Facility Fee Rate, as applicable, will never be increased by more than the Maximum Adjustment.
(d) Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability Structuring Agent...
Sustainability Adjustments. (a) After the Amendment No. 1 Effective Date, the Borrowers’ Agent, in consultation with the Agent and a Lender selected by the Borrowers’ Agent to act as sustainability coordinator (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 the Company and its Subsidiaries. The Sustainability Coordinator, the Agent, the Required Lenders and the Borrowers 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 and its Subsidiaries’ performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) to the Unused Line Fee and Applicable Margins 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 Applicable Margins, in each case, determined based upon the applicable rating on the effective date of the ESG Amendment or (ii) a 0.01% increase and/or a 0.01% decrease in the per annum rate of the Unused Line Fee. 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 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association) and is to be agreed between the Borrowers’ Agent 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 allowing for the reduction of the Unused Line Fee or Applicable Margins to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Required Lenders. The Sustainability Coordinator will (i) assist the Borrowers’ Agent in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrowers’ Agent in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.
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. 116118 3.1. Interest................................................................................................................................ 117119
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. 5657 1.08. Interest Rates; Benchmark Notification ................................................................. 5657 Section 2.
Sustainability Adjustments. (a) Subject to paragraph (i) below, the Applicable Margin shall be reduced by:
(i) [***] for each Sustainability Performance Target (as detailed in the Sustainability Benchmark) that has been achieved; and
(ii) (in relation to Sustainability Performance Target 4 and Sustainability Performance Target 5 for 2025 only and provided that such applicable Sustainability Performance Target has not been achieved) [***] for each Sustainability Progress Target that has been achieved, in each case, as demonstrated by the most recently delivered Sustainability Certificate (the "Sustainability Discount").
(b) Subject to paragraph (i) below, the Applicable Margin shall be increased by [***] for each Sustainability Performance Target for which the penalty level has been reached as demonstrated by the most recently delivered Sustainability Certificate (the "Sustainability Premium").
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. 29 Section 1.07 Rates. 31 Article II AMOUNTS AND TERMS OF THE ADVANCES and LETTERS OF CREDIT 32 Section 2.01 The Revolving Advances and Letters of Credit. 32