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) Following the date on which Borrower provides a Pricing Certificate in respect of the most recently ended Reference Year, the Applicable Margin shall be adjusted, as applicable, pursuant to the Sustainability Margin Adjustment as set forth in such Pricing Certificate. For purposes of the foregoing, (i) the Sustainability 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 1.7(f) based upon the KPI Metric for the applicable Reference Year set forth in such Pricing Certificate and the calculations of the Sustainability Margin Adjustment, therein (such day, the “Sustainability Pricing Adjustment Date”) and (ii) each change in the Applicable Margin resulting from a Pricing Certificate (or the non-delivery or delivery of an incomplete 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, the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 1.7(f)).
Sustainability Adjustments. (a) After the Fourth Amendment Effective Date, the Administrative Borrower, at its option, and in consultation with the Sustainability Coordinator and Agent, shall be entitled to establish specified key performance indicators (“KPI’s”) with respect to certain environmental, social and governance (“ESG”) targets of WS and its Restricted Subsidiaries. Agent, the Sustainability Coordinator and the Administrative 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, with the written consent of the Required Lenders. Upon effectiveness of any such ESG Amendment, based on WS’ and its Restricted Subsidiaries’ performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable unused line fees pursuant to Section 3.2.1 and the Applicable Margin will be made; provided that the amount of such adjustments shall not exceed, in the aggregate when taking into account WS’ and its Restricted Subsidiaries’ performance against all of such KPI’s adjustments, (i) a 0.05% increase and/or a 0.05% decrease in the otherwise applicable Applicable Margin, 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 and Canadian Prime Rate Loans shall be the same amount, in basis points, as the adjustments to the Applicable Margin for Term SOFR Loans, Alternative Currency Loans, Daily Simple XXXXX Rate Loans (prior to the Term XXXXX Activation Date) and Term XXXXX Rate Loans (from and after the Term XXXXX Activation Date) and (ii) a 0.01% increase and/or a 0.01% decrease in the otherwise applicable unused line fees payable pursuant to Section 3.2.1. 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 Administrative Borrower, 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 reducing the unused line fees payable pursuant to Section 3.2.1 or the Applicable Margin to a level not otherwise permitted by this paragraph shall be subject to the consent of the ...
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.
Sustainability Adjustments. (a) Effective as of the fifth Business Day following receipt by the Administrative Agent of a Sustainability Certificate delivered pursuant to Section 1.10(e) (such day, the “Sustainability Pricing Adjustment Date”) in respect of the most recently ended Reference Year, commencing with the Reference Year ending December 31, 2023, (i) the Applicable Rate shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Rate Adjustment as set forth in such Sustainability Certificate, and (ii) the Commitment Fee shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Commitment Fee Adjustment as set forth in such Sustainability Certificate. Subject to Section 1.10(c), each adjustment in the Applicable Rate and the Commitment Fee resulting from a Sustainability 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.
Sustainability Adjustments. (a) Following the date on which the Borrower provides a Pricing Certificate in respect of the most recently ended Fiscal Year, (i) the Applicable Rate (with respect to the Term SOFR Spread (including for purposes of the participation fee with respect to Letters of Credit) and the ABR Spread) shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Rate Adjustment as set forth in such Pricing Certificate and (ii) the Commitment Fee Rate shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Fee Adjustment as set forth in such Pricing Certificate. For purposes of the foregoing, (A) each of the Sustainability Rate Adjustment and the Sustainability Fee Adjustment shall be determined as of the third Business Day 77 following receipt by the Administrative Agent of a Pricing Certificate delivered pursuant to Section 5.04(j) based upon the KPI Metrics set forth in such Pricing Certificate and the calculations of the Sustainability Rate Adjustment and the Sustainability Fee Adjustment calculations, as applicable, therein (such day, the “Sustainability Pricing Adjustment Date”) and (B) each such change in the Applicable Rate and the Commitment Fee Rate 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, the last day such Pricing Certificate could have been delivered pursuant to the terms of Section 5.04(j).
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. # of KPIs Achieved Applicable Margin Adjustment Unused Line Fee Rate Adjustment 3 - 0.05 - 0.01 2 -0.025 -0.005 1 +0.025 +0.005 0 +0.05% +0.01%
Sustainability Adjustments. (a) For the avoidance of doubt, only one Sustainability Grid Notice may be delivered in respect of any fiscal year, and any adjustment to the Applicable Rate by reason of meeting one or several Sustainability Metrics in any 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.
Sustainability Adjustments. (a) Subject to paragraph (i) below, the Applicable Margin shall be reduced by:
Sustainability Adjustments. (a) The Borrower may include in a Notice of Borrowing an election and certificate that an amount equal to the net proceeds of the Loan requested under such Notice of Borrowing will be allocated to one or more Sustainability Use of Proceeds and that such Loan qualifies as a Sustainability Loan entitled to the Sustainability Margin Adjustment. The eligibility of the Borrower’s allocated use of proceeds of any Sustainability Loan as a Green Investment Use of Proceeds or Social Investment Use of Proceeds shall be determined at the sole discretion of the Borrower via an internal process coordinated by the Borrower’s treasury and sustainability management teams and other relevant stakeholders internal to the Borrower. If the Borrower so delivers a Notice of Borrowing, the Loan requested thereunder shall be a Sustainability Loan and the Applicable Percentage for such Sustainability Loan shall be the percentage equal to the Applicable Percentage (whether Base Rate Loan or Term SOFR Loan) that would have otherwise been applicable at the time of the drawing of such Sustainability Loan minus the Sustainability Margin Adjustment.
