Material Sustainability Event Clause Samples

Material Sustainability Event. (A) If a Material Sustainability Event falling within paragraph (A) or (B) of that defined term occurs, then the Company and the Agent (acting on behalf of all the Lenders) shall negotiate in good faith for a period of no longer than 90 days following the date of such Material Sustainability Event to make appropriate adjustments to the Sustainability Performance Targets in the Sustainability Performance Target Notice. (B) If a Material Sustainability Event falling within paragraph (C), (D) or (E) of that defined term occurs, the Company and the Agent (acting on behalf of all Lenders, acting in good faith) shall have no longer than 90 days following the date of such Material Sustainability Event to: (1) agree an amendment to the relevant Sustainability Performance Target and/or Key Performance Indicator or waiver of the applicable Material Sustainability Event; or (2) in the case of paragraph (C) of the definition of Material Sustainability Event only, remedy such event to the satisfaction of the Agent (acting on behalf of all Lenders, acting reasonably). (C) If: (1) the Company and the Agent (acting on the instructions of all the Lenders, acting in good faith) are unable to agree the: (a) adjustments contemplated by paragraph (A) above; or (b) amendment or waivers contemplated under paragraph (B)(1) above; or (2) the Company is unable to effect a remedy as contemplated under paragraph (B)(2) above, in any case within 90 days of the date of the occurrence of the relevant Material Sustainability Event, then the Facility shall be declassified as a sustainability-linked loan and Clause 27.26 (Declassification) shall apply. (D) Any adjustments agreed pursuant to paragraph (A) or amendments or waivers agreed pursuant to paragraph (B) above shall, with the prior consent of all the Lenders and the Company, be binding on all Parties. (E) If the Agent (acting on the instructions of the Majority Lenders) wishes to discuss the Sustainability Performance Targets (including any proposed amendments) with the Company at any time following the Sustainability Effective Date, the Agent shall notify the Company stating the questions or issues which the Agent (acting on the instructions of the Majority Lenders) wishes to discuss with the directors of the Company. The Agent shall not be permitted to notify the Company pursuant to this paragraph (E) more than twice in any Financial Year, save that this restriction shall not apply at any time when a Material Sustainability Event ...