Sustainability Adjustment means, for any Sustainability Adjustment Period, an adjustment to the Applicable Margin and the Commitment Fee Rate for such Sustainability Adjustment Period based on the below table, as determined by reference to the ESG Score set forth in the most recent ESG Certificate delivered by the Borrower pursuant to Section 5.01(j), as follows: ESG Score Change in Applicable Margin Change in Commitment Fee Rate [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] ; provided that, if the Borrower fails to deliver an ESG Certificate in accordance with Section 5.01(j), the Sustainability Adjustment shall be a [***]% increase in respect of each of the Applicable Margin and the Commitment Fee Rate, in each case from the date of such failure to deliver such ESG Certificate until (but excluding) the commencement of the next Sustainability Adjustment Period; provided further that, the Sustainability Adjustment shall be deemed to be zero for each day during which an Event of Default pursuant to Section 7.01(b) has occurred and is continuing (unless such Event of Default has been waived in accordance with Section 10.08); provided further that, if the relevant ESG Agency (w) fails or is no longer able to issue any ESG Report, or otherwise delays the issuance of any ESG Report without the consent of the Borrower, (x) notifies the Borrower, or makes an announcement to the effect, that it will no longer issue ESG Reports, or (y) materially changes the way it determines the ESG Score, then in any such case the Borrower or the Administrative Agent (acting on the instructions of the Required Lenders) may request that negotiations be entered into between the Borrower and the Sustainability Structuring Agent (for a period of no more than 30 consecutive days, or such longer period as may be mutually agreed by the Borrower and the Administrative Agent (with the consent of the Required Lenders)) with a view to agreeing on an alternate ESG Agency and/or a substitute basis for determining the ESG Score. During any such negotiation period, the ESG Score with respect to the applicable Sustainability Adjustment Period shall be based on the Sustainability Adjustment that was in effect immediately prior to the date on which such negotiation period commenced. If no agreement can be reached between the Borrower and the Sustainability Structuring Agent during such negotiation period, the Sustainability Adjustment shall cea...
Sustainability Adjustment has the meaning assigned to such term in Section 2.18.
Sustainability Adjustment means, for any Sustainability Adjustment Period, an adjustment to the Applicable Margin in the pricing grid set forth in Schedule I for such Sustainability Adjustment Period, equal to the sum of the applicable Diversity Adjustment and the applicable GHG Adjustment based on the most recent Sustainability Certificate delivered by the Borrower to the Agent and Sustainability Structuring Agent. For the avoidance of doubt, Sustainability Adjustments shall not be cumulative year over year; each applicable Sustainability Adjustment shall apply only during the applicable Sustainability Adjustment Period.
Examples of Sustainability Adjustment in a sentence
Depending on performance against interim targets that have been set for each year of the credit facility term, the Sustainability Adjustment is structured as a two-way mechanic and could move either up, down or remain unchanged for each sustainability performance target based on performance.
EBITDA goals will be determined in accordance with the annual financial plan review undertaken by the Board of Directors and management.
The Company has provided all information reasonably requested by the Agent and the Sustainability Structuring Agent to support the Company’s calculation of the Sustainability Amount, the Sustainability Percentage and Applicable Sustainability Adjustment.
The Company has provided all information reasonably requested by the Agent to support the Company’s calculation of the Sustainability Amount, the Sustainability Percentage and Applicable Sustainability Adjustment.
Notwithstanding the foregoing, during any applicable Sustainability Adjustment Period, the Applicable Margin shall be decreased by the Applicable Sustainability Adjustment (if any) in effect during such Sustainability Adjustment Period; provided that in no event shall the Applicable Margin be less than zero.
More Definitions of Sustainability Adjustment
Sustainability Adjustment means, for any Sustainability Adjustment Period, an adjustment to the applicable rate per annum set forth under “LIBOR Margin”, “ABR Margin”, “Financial LC Participation Fee” or “Performance LC Participation Fee” in the definition of Applicable Rate for such Sustainability Adjustment Period based on the below table, as determined by reference to the ESG Scores set forth in the most recent ESG Certificate delivered by the Borrower pursuant to Section 5.01(e), as follows: ESG Category S&P Global ESG Score MSCI ESG Rating Applicable Rate Adjustment (% per annum) Category 1 > 90 AAA - 0.05% Category 2 88 – 89 AA - 0.025% Category 3 83 – 87 A 0.00% Category 4 81 – 82 BBB + 0.025% Category 5 < 80 < BB + 0.05% For purposes of the foregoing, (i) if either ESG Agency shall not have in effect an ESG Score for the Borrower (other than by reason of the circumstances referred to in the last sentence of this definition), then such ESG Agency shall be deemed to have established a rating in Category 3 and (ii) if the ESG Score established or deemed to have been established by the ESG Agencies shall fall within different ESG Categories, the Sustainability Adjustment shall be based on the higher of the two ESG Scores unless one of the two ESG Scores is more than one Category lower than the other, in which case the Sustainability Adjustment shall be determined by reference to the Category next below that of the higher of the two ESG Scores. For purposes of this grid, Category 1 is higher than Category 5. Each change in the Sustainability Adjustment based on a change in ESG Scores shall apply during the period commencing on the applicable Sustainability Adjustment Date. If any ESG Agency (a) is no longer able to issue a ESG Report, (b) notifies the Borrower, or makes an announcement to the effect, that it will no longer issue ESG Reports, or (c) materially changes the way it determines the ESG Score, then in any such case the Borrower or the Administrative Agent may request that the Borrower and the Sustainability Agent negotiate in good faith (for a period of no more than 30 consecutive days, or such longer period as may be mutually agreed by the Borrower and the Administrative Agent) to amend the definition of ESG Agency and/or provide for a substitute basis for determining the ESG Score and, pending the effectiveness of any such amendment, the Sustainability Adjustment shall be determined by reference to the ESG Score most recently in effect prior to such change or cessati...
Sustainability Adjustment has the meaning given to that term in Clause 13.4 (Sustainability linked Margin adjustments).
Sustainability Adjustment has the meaning given to that term in the definition of “Margin”.”;
Sustainability Adjustment means, for any Sustainability Adjustment Period, an adjustment to the Applicable Margin and the Commitment Fee Rate for such Sustainability Adjustment Period based on the below table, as determined by reference to the ESG Score set forth in the most recent ESG Certificate delivered by the Borrower pursuant to Section 5.01(j), as follows:
Sustainability Adjustment means, for any Sustainability Adjustment Period, an adjustment to the Applicable Rate set forth under "Term Benchmark Loans", "Base Rate Canada Loans" and "Standby Fee" in the matrix set forth in Schedule H for such Sustainability Adjustment Period, equal to the sum of the applicable ESG Rating Adjustment, the Diverse Leadership Adjustment and the Climate Adjustment based on the most recent ESG Certificate delivered by WPM to the Administrative Agent and Co-Lead Sustainability Structuring Agents. For the avoidance of doubt, Sustainability Adjustments shall not be cumulative year over year; each applicable Sustainability Adjustment shall apply only during the applicable Sustainability Adjustment Period.
Sustainability Adjustment means, for any Sustainability Adjustment Period, an adjustment to the applicable rate per annum set forth under “LIBOR Margin”, “ABR Margin”, “Financial LC Participation Fee” or “Performance LC Participation Fee” in the definition of Applicable Rate for such Sustainability Adjustment Period based on the below table, as determined by reference to the ESG Scores set forth in the most recent ESG Certificate delivered by the Borrower pursuant to Section 5.01(e), as follows:
Sustainability Adjustment means, with respect to any period between Sustainability Pricing Adjustment Dates, an amount (whether negative or zero), expressed as a percentage, equal to the Sustainability Metrics Adjustment Amount.