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) Prior to the twelve (12) month anniversary of the Second Amendment Effective Date, the Borrowers, in consultation with the Administrative Agent and the Sustainability Structuring Agent, 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 Borrowers and their 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 Administrative Agent and the Borrowers (each acting reasonably and in consultation with the Sustainability Structuring Agent) 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) receipt by the Lenders of a lender presentation in regard to the KPI Metrics and SPTs from the Borrowers no later than ten (10) Business Days before the proposed effective date of such proposed ESG Amendment, (ii) the posting of such proposed ESG Amendment to all Lenders and the Borrowers, (iii) the identification, and engagement at the Borrowers’ cost and expense, of a sustainability metric auditor, which shall be a qualified external reviewer of nationally recognized standing, independent of the Borrowers and their Affiliates and (iv) the receipt by the Administrative Agent of executed signature pages and consents to such ESG Amendment from the Borrowers, the Administrative Agent and Lenders comprising the Majority Lenders. Upon the effectiveness of any such ESG Amendment, based on the Borrowers’ performance against the KPI Metrics and SPTs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Pricing Adjustments”) to the otherwise applicable Applicable Margin and Unused Line Fee may be made; provided, that (i) the amount of such ESG Pricing Adjustments shall not exceed an increase and/or decrease of (x) with respect to the Applicable Margin, 0.05% per annum and (y) with respect to the Unused Line Fee, 0.01% per annum, in each case, in the aggregate for all KPI Metrics (the provisions of this proviso, the “Sustainability Adjustment Limitations”) and (ii) in no event shall the Applicable Margin or the Unused Line Fee be less than 0.00%. For the av...
Sustainability Adjustments. “After the Second Amendment Effective Date, the Borrower, in consultation with the Administrative Agent (in such capacity, the “Sustainability Coordinator”), shall be entitled to establish specified Key Performance Indicators (“KPI’s”) with respect to certain Environmental, Social and Governance (“ESG”) targets of Holdings and its Subsidiaries. The Sustainability Coordinator, the Requisite Lenders and the 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. Upon effectiveness of any such ESG Amendment, based on Holdings’ and its Subsidiaries’ performance against the KPI’s, certain adjustments (increase, decrease or no adjustment) to the otherwise applicable Applicable Unused Commitment Fee Rate, Applicable Margin for Base Rate Loans, and Applicable Margin for Eurodollar Rate Loans will be made; provided that the amount of such adjustments shall not exceed (i) a 0.05% increase and/or a 0.05% decrease in the otherwise applicable Applicable Margin for Eurodollar Rate Loans, 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 shall be the same amount, in basis points, as the adjustments to the Applicable Margin for Eurodollar Rate Loans or (ii) a 0.01% increase and/or a 0.01% decrease in the otherwise Applicable Unused Commitment Fee Rate. 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 Borrower 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 Applicable Unused Commitment Fee Rate, Applicable Margin for Base Rate Loans or Applicable Margin for Eurodollar Rate Loans to a level not otherwise permitted by this paragraph shall be subject only to the consent of the Requisite Lenders. The Sustainability Coordinator will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrowers in preparing informational materials focused on ESG to be used in connection with the DB1/ 125951804.6
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 Eurodollar Loan) that would have otherwise been applicable at the time of the drawing of such Sustainability Loan minus the Sustainability Margin Adjustment.
(b) The Borrower will establish and maintain a register to record on an ongoing basis the allocated Green Investment Use of Proceeds and/or Social Use of Proceeds of each Sustainability Loan, and shall share such register with the Sustainability Coordinator and Administrative Agent upon reasonable request therefor. For the avoidance of doubt, proceeds from any Sustainability Loan are not required to be kept in any segregated account prior to being allocated to any applicable Sustainability Use of Proceeds. All payments of principal, interest, fees, expenses and other amounts required to be made by the Borrower under this Credit Agreement will be paid from the Borrower’s general account and are not subject to the Borrower achieving returns on any applicable Sustainability Use of Proceeds.
(c) Notwithstanding anything to the contrary herein, any amendment, modification or other supplement to the definitions of Sustainability Loan, Green Investment Use of Proceeds or Social Investment Use of Proceeds included in this Credit Agreement may be entered into or amended in a writing executed only by the Borrower and the Sustainability Coordinator in its sole discretion, and acknowledged by the Administrative Agent, and shall not require the consent of any Lender.
(d) Each party hereto hereby agrees that neither the Administrative Agent nor the Sustai...
Sustainability Adjustments. 80 DB3/ 204690278.10 TABLE OF CONTENTS (continued)
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.
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Sustainability Adjustments. Following the date on which the Parent provides a Pricing Certificate in respect of the most recently ended calendar year, the Applicable Margin shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Applicable Margin Adjustment as set forth in such Pricing Certificate in the manner and at the times described in this Section 1.19. For purposes of the foregoing, (A) the Sustainability Applicable 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 7.6(e) based upon the KPI Metrics set forth in such Pricing Certificate for the most recently ended calendar year and the calculations of the Sustainability Applicable Margin Adjustment therein (such day, the “Sustainability Pricing Adjustment Date”) and (B) each change in the Applicable Margin 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 for the immediately following period, the last day such Pricing Certificate for such following period could have been delivered pursuant to the terms of Section 7.6(e)).
Sustainability Adjustments. (a) Subject to paragraph (i) below, the Applicable Margin shall be reduced by:
(i) [***] for each Sustainability Performance Target (as detailed in the Sustainability Benchmark) that has been achieved; and
(ii) (in relation to Sustainability Performance Target 4 and Sustainability Performance Target 5 for 2025 only and provided that such applicable Sustainability Performance Target has not been achieved) [***] for each Sustainability Progress Target that has been achieved, in each case, as demonstrated by the most recently delivered Sustainability Certificate (the "Sustainability Discount").
(b) Subject to paragraph (i) below, the Applicable Margin shall be increased by [***] for each Sustainability Performance Target for which the penalty level has been reached as demonstrated by the most recently delivered Sustainability Certificate (the "Sustainability Premium").
Sustainability Adjustments. (a) On and from the date on which the Parent provides a Sustainability Pricing Certificate in respect of the most recently ended calendar year, the percentages per annum specified in the Rate Table in Annex I hereto in the applicable “Applicable Margin” row shall be increased or decreased (or neither increased nor decreased), as applicable, pursuant to the Sustainability Rate Adjustment as set forth in such Sustainability Pricing Certificate provided, however, that for purposes of determining if any KPI has or has not been achieved, the Borrowers may at their election exclude the impact of (i) any amendment to, or change in, any applicable laws, regulations, rules, guidelines, standards and policies applicable or relating to the business, operations or properties of the Borrowers and their consolidated subsidiaries following the Signing Date, (ii) any amendment to, or change in, methodologies, guidelines, standards or policies, or other procedures related to metrics or scoring that have an effect on the measurement or achievement of the KPIs and SPTs, including those of the S&P and WHO, or (iii) any force majeure, extraordinary or exceptional events or circumstances, including the occurrence of such events or circumstances with respect to any governmental, non-governmental or healthcare organization whose participation, involvement or functioning is necessary, appropriate or, as of the Signing Date, anticipated, for the achievement of the KPIs (including but not limited to geo-political instability, poor governance practices or the failure of local infrastructure (including physical or social infrastructure or supranational, national, state, provincial or local governance)). Any election by the Borrowers to exclude the impact of such events and circumstances as detailed in this Section will be accompanied by a reasonably detailed description set forth in the applicable Pricing Certificate. If a KPI is not achieved as a result of the occurrence of any of the foregoing described in the proviso to the immediately preceding sentence, as determined by Borrower in its reasonable judgment, then such KPI shall no longer apply and there shall be no impact to the margin. For purposes of the foregoing, (A) each of the Sustainability Rate Adjustment shall be determined as of the fifth Business Day following receipt by the Administrative Agent of a Sustainability Pricing Certificate delivered pursuant to paragraph (g) of this Section 2.22 based upon the KPI Metrics set...
