Sustainability Amendment definition
Sustainability Amendment has the meaning specified in Section 2.19(a).
Sustainability Amendment has the meaning assigned to such term in Section 2.23.
Sustainability Amendment has the meaning given to that term in Section 13.6(d).
Examples of Sustainability Amendment in a sentence
Following the effectiveness of the Sustainability Amendment, any modification to the Sustainability Pricing Provisions which does not have the effect of reducing the Facility Fee, the Applicable Margin for Loans or Letter of Credit fees payable pursuant to §2.9(e)(ii) to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Required Lenders.
Prior to the effectiveness of a Sustainability Amendment, the Borrower will not, and will not permit its Subsidiaries to, publish any materials or statements (including on any website of the Borrower or its Subsidiaries, in the financial statements or annual reports of the Borrower or its Subsidiaries or in any press release or public announcement issued by the Borrower or any of its Subsidiaries) which refer to this Agreement being a sustainability-linked loan.
The Borrower, the Sustainability Structuring Agent, the Agent and the Lenders agree that neither the Loans nor the Commitments are, nor shall be, a deemed sustainability-linked loan unless and until the effectiveness of any Sustainability Amendment.
More Definitions of Sustainability Amendment
Sustainability Amendment. As defined in §27(b).
Sustainability Amendment means an amendment to modify the Sustainability Baseline, the Sustainability Metric, the KPI, or any KPI Targets, KPI Thresholds or any other sustainability provisions following a Sustainability Amendment Event or at the reasonable request of the Borrower, subject to (a) in the case of an amendment solely with respect to modifications made arising from one or more events that, individually or cumulatively, cause the GHG Emissions of the Parent, the Borrower and their Consolidated Subsidiaries and Unconsolidated Affiliates to increase or decrease by more than 5.0% from the GHG Emissions of the Parent, the Borrower and their Consolidated Subsidiaries and Unconsolidated Affiliates prior to such events, failure of any Lender to object in writing within ten (10) Business Days of notice of such Amendment, (b) in the case of an amendment solely with respect to modifications made pursuant to the Borrower’s rebaselining policy as in effect on the Effective Date, failure of any Lender to object in writing within ten (10) Business Days of notice of such Amendment and (c) in all other cases (including in the event of a Lender objection after notice pursuant to clauses (a) and (b)), the affirmative consent of the Requisite Lenders; provided that, no Sustainability Amendment shall result in the Applicable Margin being reduced or increased by more than 0.04% or the Applicable Facility Fee being reduced or increased by more than 0.01% pursuant to a Sustainability Rate Adjustment or a Sustainability Facility Fee Adjustment, respectively, during any applicable period.
Sustainability Amendment has the meaning specified in Section 1.6(g).
Sustainability Amendment has the meaning given to that term in Section 1.5.(a). “Sustainability Applicable Rate Adjustments” has the meaning given to that term in Section 1.5.(a). “Sustainability KPI Metrics” has the meaning given to that term in Section 1.5.(a). “Sustainability Pricing Provisions” has the meaning given to that term in Section 1.5.(a). “Sustainability Structuring Agent” means ▇▇▇▇▇ Fargo Securities, LLC, in its capacity as sustainability structuring agent. “Swap Obligation” means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act. “Syndication Agents” means Bank of America and JPMorgan. “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. “Term Loan” means a May 2024 Term Loan, a September 2025 Term Loan and (if and as applicable) any Incremental Term Loan Advance to be made by an Additional Term Loan Lender pursuant to Section 2.17.(c). “Term Loan Commitment” means a September 2025 Term Loan Commitment and (if and as applicable) any commitment in respect of an Incremental Term Loan Facility. “Term Loan Facility” means each of the May 2024 Term Loan Facility and the September 2025 Term Loan Facility. “Term Loan Lender” means a Lender having a Term Loan Commitment and/or holding any Term Loans. “Term Loan Note” means a May 2024 Term Loan Note, September 2025 Term Loan Note or other promissory note of the Borrowers payable to the order of a Lender in a principal amount equal to the amount of such Lender’s applicable Term Loan Commitment or Term Loans. “Term SOFR” means, for any calculation, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (Eastern time) on any Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR wil...
Sustainability Amendment has the meaning assigned to it in Section 2.26(a). “Sustainability Coordinator” has the meaning assigned to it in Section 2.26(a). “Sustainability Pricing Provisions” has the meaning assigned to it in Section 2.26(a). “Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Parent Borrower or any of its Subsidiaries shall be a Swap Agreement; provided further that no Permitted Bond Hedge Transaction or Permitted Warrant Transaction shall constitute a Swap Agreement. “Swap Obligations” means any and all obligations of the Parent Borrower or any of its Subsidiaries, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), under (a) each Swap Agreement permitted hereunder with a Lender or an Affiliate of a Lender that (i) was in effect on the Closing Date with a counterparty that was a Lender as of the Closing Date or an Affiliate thereof or (ii) is entered into after the Closing Date with a counterparty that was a Lender or an Affiliate thereof, in each case at the time such Swap Agreement was entered into and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any such Swap Agreement transaction referred to in clause (a). “Swingline Commitment” means, as to any Lender (a) the amount set forth opposite such Lender’s name on Schedule 2.01 hereof or (b) if such Lender has entered into an Assignment and Assumption or has otherwise assumed a Swingline Commitment after the Closing Date, the amount set forth for such Lender as its Swingline Commitment in the Register maintained by the Administrative Agent pursuant to Section 9.04(b). “Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be the sum of (a) its Applicable Percentage of the...