Common use of Sustainability Structuring Agent Clause in Contracts

Sustainability Structuring Agent. In connection with any proposed Sustainability Amendment, the Sustainability Structuring Agent may (i) assist the Borrower in selecting the KPIs, (ii) determine the Sustainability Pricing Provisions in connection with the Sustainability Amendment, and (iii) assist the Borrower in preparing informational materials focused on environmental factors to be used in connection with the Sustainability Amendment, in each case based upon the information provided by the Borrower with respect to the applicable KPIs selected in accordance with Section 13.6(f); provided that the Sustainability Structuring Agent (w) shall not be deemed to make any representations or assurances as to whether this Agreement or any other Loan Document meets any criteria or expectations of the Borrower or any Lender in relation to environmental or other sustainability performance, or whether any sustainability metric (or computation thereof) meets any industry standards for sustainability-linked credit facilities (including, without limitation, Sustainability Linked Loan Principles), (x) shall have no duty to ascertain, review, audit, inquire into or otherwise independently verify any such information or any computations thereof, (y) shall have no responsibility for (and shall not be liable for) the completeness or accuracy of any such information or calculations, and (z) shall, together with Administrative Agent, be entitled to rely conclusively on any Borrower certificates, reports or other documents setting forth such information or calculations, without further inquiry, when implementing any pricing adjustment. The Sustainability Structuring Agent may resign at any time as Sustainability Structuring Agent under the Loan Documents by giving written notice thereof to the Administrative Agent, the Lenders and the Borrower.

Sustainability Structuring Agent. In connection with any proposed Sustainability Amendment, the Sustainability Structuring Agent may (ia) assist the Borrower in selecting the KPIsKey Performance Indicators, (iib) determine the Sustainability Pricing Provisions in connection with the Sustainability Amendment, and (iiic) assist the Borrower in preparing informational materials focused on environmental factors Sustainability to be used in connection with the Sustainability Amendment, in each case based upon the information provided by the Borrower with respect to the applicable KPIs Key Performance Indicators selected in accordance with Section 13.6(f13.7(g); provided that the Sustainability Structuring Agent (wx) shall not be deemed to make any representations or assurances as to whether this Agreement or any other Loan Document meets any criteria or expectations of the Borrower or any Lender in relation to environmental Sustainability or other sustainability performance, or whether any sustainability metric (or computation thereof) meets any industry standards for sustainability-sustainability linked credit facilities (including, without limitation, Sustainability Linked Loan Principles), (xy) shall have no duty to ascertain, review, audit, inquire into or otherwise independently verify any such information or any computations thereof, thereof and (yz) shall have no responsibility for (and shall not be liable for) the completeness or accuracy of any such information or calculations, and (z) shall, together with Administrative Agent, be entitled to rely conclusively on any Borrower certificates, reports or other documents setting forth such information or calculations, without further inquiry, when implementing any pricing adjustment. The Sustainability Structuring Agent may resign at any time as Sustainability Structuring Agent under the Loan Documents by giving written notice thereof to the Administrative Agent, the Lenders and the Borrower.

Sustainability Structuring Agent. In connection with any proposed Sustainability ESG Amendment, the Sustainability Structuring Agent may (ia) assist the Borrower in selecting the KPIs, (iib) determine the Sustainability ESG Pricing Provisions in connection with the Sustainability ESG Amendment, and (iiic) assist the Borrower in preparing informational materials focused on environmental factors ESG to be used in connection with the Sustainability ESG Amendment, in each case based upon the information provided by the Borrower with respect to the applicable KPIs selected in accordance with Section 13.6(f13.7(g); provided that the Sustainability Structuring Agent (wx) shall not be deemed to make any representations or assurances as to whether this Agreement or any other Loan Document meets any criteria or expectations of the Borrower or any Lender in relation to environmental ESG or other sustainability performance, or whether any sustainability metric (or computation thereof) meets any industry standards for sustainability-sustainability linked credit facilities (including, without limitation, Sustainability Linked Loan Principles), (xy) shall have no duty to ascertain, review, audit, inquire into or otherwise independently verify any such information or any computations thereof, thereof and (yz) shall have no responsibility for (and shall not be liable for) the completeness or accuracy of any such information or calculations, and (z) shall, together with Administrative Agent, be entitled to rely conclusively on any Borrower certificates, reports or other documents setting forth such information or calculations, without further inquiry, when implementing any pricing adjustment. The Sustainability Structuring Agent may resign at any time as Sustainability Structuring Agent under the Loan Documents by giving written notice thereof to the Administrative Agent, the Lenders and the Borrower.

Sustainability Structuring Agent. In connection with any proposed Sustainability ESG Amendment, the Sustainability Structuring Agent may (i) assist the Borrower in selecting the KPIsKPIs and/or ESG Ratings and setting the associated SPTs, (ii) determine the Sustainability ESG Pricing Provisions in connection with the Sustainability ESG Amendment, and (iii) assist the Borrower in preparing informational materials focused on environmental factors ESG to be used in connection with the Sustainability ESG Amendment, in each case based upon the information provided by the Borrower with respect to the applicable KPIs and/or ESG Ratings selected in accordance with Section 13.6(f12.6.(g); provided that the Sustainability Structuring Agent (w) shall not be deemed to make any representations or assurances as to whether this Agreement or any other Loan Document meets any criteria or expectations of the Borrower or any Lender in relation to environmental or other sustainability performance, or whether any sustainability metric (or computation thereof) meets any industry standards for sustainability-linked credit facilities (including, without limitation, Sustainability Linked Loan Principles), (xA) shall have no duty to ascertain, reviewinquire into, audit, inquire into or otherwise independently verify any such information or any computations thereof, and (yB) shall have no responsibility for (and shall not be liable for) the completeness or accuracy of any such information information. Neither the Administrative Agent nor the Sustainability Structuring Agent (a) makes any assurances whether this Agreement meets any criteria or calculationsexpectations of the Borrower or any Lender with regard to environmental or social impact and sustainability performance, or whether the Loan Documents including the characteristics of the relevant KPI metrics (including any environmental, social and sustainability criteria or any computation methodology) meet any industry standards for sustainability-linked credit facilities and (zb) shallhas any responsibility for or liability in respect of reviewing, together with auditing or otherwise evaluating any calculation by the Borrower of the KPI metrics or any margin or fee adjustment (or any of the data or computations that are part of or related to any such calculation) set out in any pricing certificate (and the Administrative Agent, be entitled to Agent may rely conclusively on any Borrower certificates, reports or other documents setting forth such information or calculationscertificate, without further inquiry, when implementing any pricing adjustment. The Sustainability Structuring Agent may resign at any time as Sustainability Structuring Agent under the Loan Documents by giving written notice thereof to the Administrative Agent, the Lenders and the Borrower).