Sustainability Linked Pricing Adjustment Amendment.. Sample Clauses

Sustainability Linked Pricing Adjustment Amendment... (a) Prior to the 12 month anniversary of the Eighth Amendment Effective Date, the Revolver Borrowers, in consultation with the Revolver Administrative Agent and the Sustainability Coordinator, may in their sole discretion establish specified key performance indicators with respect to certain environmental, social and governance (“ESG”) goals, or identify certain external ESG ratings, of the Parent and its Subsidiaries (such indicators or ratings, “KPI Metrics”), which KPI Metrics shall be subject to thresholds or targets (in either case, such thresholds or targets, “SPTs”). The Revolver Administrative Agent and the Revolver Borrowers (each acting reasonably and in consultation with the Sustainability Coordinator) may propose an amendment to this Agreement (such amendment, an “ESG Amendment”) solely for the purpose of incorporating the 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 engagement by the Revolver Borrowers of Rabobank as the sustainability coordinator (the “Sustainability Coordinator”) with respect to the ESG Amendment on terms and conditions to be mutually agreed between the Revolver Borrowers and such Sustainability Structuring Agent, (ii) receipt by the Revolving Credit Lenders of a lender presentation in regard to the KPI Metrics and SPTs from the Revolver Borrowers no later than 20 Business Days before the proposed effective date of such proposed ESG Amendment, (iii) the posting of such proposed ESG Amendment to all Revolving Credit Lenders and the Revolver Borrowers, (iv) the identification, and engagement at the Revolver Borrowers’ cost and expense, of a sustainability metric auditor, which shall be a qualified external reviewer of nationally recognized standing, independent of the Parent and its Affiliates and (v) the receipt by the Administrative Agent of executed signature pages and consents to such ESG Amendment from the Revolver Borrowers, the Revolver Administrative Agent and Revolving Credit Lenders comprising the Required Revolving Lenders. Upon the effectiveness of any such ESG Amendment, based on the Revolver Borrowers’ performance against the KPI Metrics and SPTs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Rate Adjustments”) to the otherwise applicable Applicable Rate may be made; provided, that the amount of such ESG Applicable Rate Adjustments shall not exceed...

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Definitions As used in this Agreement:
Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three
Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.
Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.
Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and
Termination This Agreement may be terminated at any time prior to the Closing:
Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.