ESG Amendments. After the Closing Date, the Borrower, in consultation with the Sustainability Structuring Agent, shall be entitled to establish specified key performance indicators (“KPIs”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower and its Subsidiaries. The Sustainability Structuring Agent and the Borrower may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of the Required Lenders, the Borrower and the Sustainability Structuring Agent. Upon effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments to the Applicable Margin may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in an increase or decrease of more than 7 basis points in the Applicable Margin, provided further that in no event shall the Applicable Margin be less than zero. The pricing adjustments pursuant to the KPIs will require, among other things, reporting and validation of the measurement of the KPIs 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 Borrower and the Sustainability Structuring Agent (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 Margin to a level otherwise permitted by this Section shall be subject only to the consent of the Required Lenders.
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Samples: Credit Agreement (Hub Group, Inc.)
ESG Amendments. After the Closing Date, the Borrower, in consultation with the Sustainability Structuring Agent, shall be entitled to establish specified key performance indicators (“KPIs”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower and its Subsidiaries. The Subsidiaries and, in connection therewith, propose a Sustainability Assurance Provider for the approval (such approval not to be unreasonably withheld, conditioned or delayed) of the Sustainability Structuring Agent. Notwithstanding anything in Section 11.11 to the contrary, the Sustainability Structuring Agent, the Borrower, the Administrative Agent and the Borrower Required Lenders may amend this Agreement (such amendment, the “ESG Amendment”) solely for the purpose of incorporating the KPIs KPIs, related reporting requirements, delivery requirements and certifications and other related provisions provisions, including any proposed incentives and penalties for compliance and noncompliance, respectively (collectively, the “ESG Pricing Provisions”) ), into this Agreement, and any such amendment shall become effective at 5:00 p.m. and binding on all of the parties to this Agreement and the other applicable Loan Documents on the fifth (5th) Business Day after the Administrative Agent shall have posted date such proposed amendment to all Lenders is executed and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent (who shall promptly notify the Borrower) written notice that such Required Lenders object to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent by each of the Required Lenders, the Borrower and the Sustainability Structuring Agent, the Borrower, the Administrative Agent and the Required Lenders. Upon effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments to the Applicable Margin may be made; provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in an increase or decrease of more than 7 (x) 1 basis point per annum with respect to the Applicable Margin for commitment fees payable under Section 2.10 and (y) 5 basis points per annum with respect to any Applicable Margin for Revolving Loans, and, in the Applicable Marginany event, no such adjustments shall be cumulative year-over-year adjustments; provided further that in no event shall the any Applicable Margin be less than zero. The pricing adjustments pursuant to the KPIs will require, among other things, reporting and validation of the measurement of the KPIs 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 Borrower and the Sustainability Structuring Agent (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 Margin to a level otherwise permitted by this Section shall be subject only to the consent of the Required Lenders.
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Samples: Credit Agreement (BIO-TECHNE Corp)
ESG Amendments. After (a) The parties hereto acknowledge that the key performance metrics to determine Sustainability Targets following the Acquisition have not been determined and agreed as of the Closing Date, the Borrower, in consultation with the Sustainability Structuring Agent, shall be entitled to establish specified key performance indicators (“KPIs”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower and its Subsidiaries. The Sustainability Structuring Agent and the Borrower may amend this Agreement (such amendmentshallmay, the “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and at any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, time prior to such timeJune 1, Lenders comprising the Required Lenders have delivered 2022, submit a request in writing to the Administrative Agent (who shall promptly notify that this Agreement be amended to reflect the Borrower) written notice that such Required Lenders object Sustainability Targets to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of agreed in their reasonable discretion by the Required Lenders, the Borrower and the Administrative Agent (the “ESG Amendments”). Such request will be accompanied by the proposed Sustainability Structuring Targets as prepared by the Borrower in consultation with the Administrative Agent and the Sustainability Agent. Upon effectiveness .
(b) TheTo the extent the Borrower has submitted a request as set forth in clause (a) above, the Administrative Agent, the Lenders and the Borrower shall in good faith enter into discussions to reach an agreement in respect of the proposed Sustainability Targets and any such ESG Amendmentproposed incentives and penalties for compliance and noncompliance, based on respectively, with the Borrower’s performance against the KPIsSustainability Targets, certain including any adjustments to any percentage at any level of the definition of Applicable Margin may be made(the spreads referenced in the immediately foregoing clause (ii), the “Specified Spreads”) and/or the Facility Fee Rate (such provisions, collectively, the “ESG Pricing Provisions”); provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or an increase or decrease of more than 7 basis points (i) 0.01% in the Applicable MarginFacility Fee Rate and/or (ii) 0.04% in the percentage set forth in the Specified Spreads during any calendar year, which pricing adjustments shall be applied in accordance with the terms as further described in the ESG Pricing Provisions; provided further that (i) in no event shall any of the Applicable Margin Specified Spreads or the Facility Fee Rate be less than zero. The 0% at any time and (ii) for the avoidance of doubt, such pricing adjustments shall not be cumulative year-over-year, and each applicable adjustment shall only apply until the date on which the next adjustment is due to take place pursuant to the KPIs ESG Pricing Provisions. Notwithstanding anything to the contrary in Section 11.07, the ESG Amendment (including the ESG Pricing Provisions) will requirebecome effective once the Borrower, among other thingsthe Administrative Agent and the Required Lenders have executed the ESG Amendment; provided that (i) such amendments shall become effective on or before June 30, reporting 2022 and validation (ii) the Administrative Agent shall have received an opinion, or opinions, satisfactory in form and content to the Administrative Agent and the Sustainability Agent, addressed to the Administrative Agent and each of the measurement Lenders and dated as of the KPIs in effective date of the ESG Amendments, from Vigeo Eris or a manner similarly reputable independent internationally or nationally recognized provider of environmental, social and governance research and services for investors and public and private organizations. The Borrowers agree and confirm that is aligned with the ESG Pricing Provisions shall follow the Sustainability Linked Loan Principles (Principles, as published in May 2021 2021, and as may be updated, revised or amended from time to time by the Loan Market Association, Asia Pacific Loan Market Association and the Loan Syndications & Trading AssociationAssociation (the “SLL Principles”).
(c) As used in this Section 1.07, “Sustainability Targets” shall mean the Applicable Sustainability Adjustment, Baseline Sustainability Amount, Sustainability Amount and is component or substitute and related definitions, terms and conditions, and/or the inclusion of additional key performance metrics (which may be based on social, diversity, equity and inclusion, governance or other metrics not based on carbon emissions), to be agreed between applied from and after the Borrower and the Sustainability Structuring Agent (each acting reasonably). Following the effectiveness consummation of the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of reducing the Applicable Margin to a level otherwise permitted by this Section shall be subject only to the consent of the Required LendersAcquisitions.
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ESG Amendments. After (a) The parties hereto acknowledge that the key performance metrics to determine Sustainability Targets following the Acquisition have not been determined and agreed as of the Closing Date, the Borrower, in consultation with the Sustainability Structuring Agent, shall be entitled to establish specified key performance indicators (“KPIs”) with respect to certain Environmental, Social and Governance (“ESG”) targets of the Borrower and its Subsidiaries. The Sustainability Structuring Agent and the Borrower may amend this Agreement (such amendmentshall, the “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and at any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, time prior to such timeJune 1, Lenders comprising the Required Lenders have delivered 2022, submit a request in writing to the Administrative Agent (who shall promptly notify that this Agreement be amended to reflect the Borrower) written notice that such Required Lenders object Sustainability Targets to such ESG Amendment. In the event that Required Lenders deliver a written notice objecting to any such ESG Amendment, an alternative ESG Amendment may be effectuated with the consent of agreed in their reasonable discretion by the Required Lenders, the Borrower and the Administrative Agent (the “ESG Amendments”). Such request will be accompanied by the proposed Sustainability Structuring Targets as prepared by the Borrower in consultation with the Administrative Agent and the Sustainability Agent. Upon effectiveness .
(b) The Administrative Agent, the Lenders and the Borrower shall in good faith enter into discussions to reach an agreement in respect of the proposed Sustainability Targets and any such ESG Amendmentproposed incentives and penalties for compliance and noncompliance, based on respectively, with the Borrower’s performance against the KPIsSustainability Targets, certain including any adjustments to any percentage at any level of the definition of Applicable Margin may be made(the spreads referenced in the immediately foregoing clause (ii), the “Specified Spreads”) and/or the Facility Fee Rate (such provisions, collectively, the “ESG Pricing Provisions”); provided that the amount of any such adjustments made pursuant to an ESG Amendment shall not result in a decrease or an increase or decrease of more than 7 basis points (i) 0.01% in the Applicable MarginFacility Fee Rate and/or (ii) 0.04% in the percentage set forth in the Specified Spreads during any calendar year, which pricing adjustments shall be applied in accordance with the terms as further described in the ESG Pricing Provisions; provided further that (i) in no event shall any of the Applicable Margin Specified Spreads or the Facility Fee Rate be less than zero. The 0% at any time and (ii) for the avoidance of doubt, such pricing adjustments shall not be cumulative year-over-year, and each applicable adjustment shall only apply until the date on which the next adjustment is due to take place pursuant to the KPIs ESG Pricing Provisions. Notwithstanding anything to the contrary in Section 11.07, the ESG Amendment (including the ESG Pricing Provisions) will requirebecome effective once the Borrower, among other thingsthe Administrative Agent and the Required Lenders have executed the ESG Amendment; provided that (i) such amendments shall become effective on or before June 30, reporting 2022 and validation (ii) the Administrative Agent shall have received an opinion, or opinions, satisfactory in form and content to the Administrative Agent and the Sustainability Agent, addressed to the Administrative Agent and each of the measurement Lenders and dated as of the KPIs in effective date of the ESG Amendments, from Vigeo Eris or a manner similarly reputable independent internationally or nationally recognized provider of environmental, social and governance research and services for investors and public and private organizations. The Borrowers agree and confirm that is aligned with the ESG Pricing Provisions shall follow the Sustainability Linked Loan Principles (Principles, as published in May 2021 2021, and as may be updated, revised or amended from time to time by the Loan Market Association, Asia Pacific Loan Market Association and the Loan Syndications & Trading AssociationAssociation (the “SLL Principles”).
(c) As used in this Section 1.07, “Sustainability Targets” shall mean the Applicable Sustainability Adjustment, Baseline Sustainability Amount, Sustainability Amount and is component or substitute and related definitions, terms and conditions, and/or the inclusion of additional key performance metrics (which may be based on social, diversity, equity and inclusion, governance or other metrics not based on carbon emissions), to be agreed between applied from and after the Borrower and the Sustainability Structuring Agent (each acting reasonably). Following the effectiveness consummation of the ESG Amendment, any modification to the ESG Pricing Provisions which does not have the effect of reducing the Applicable Margin to a level otherwise permitted by this Section shall be subject only to the consent of the Required LendersAcquisitions.
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