Sustainability Matters. The parties hereto acknowledge and agree that neither Administrative Agent nor the Co-Sustainability Structuring Agents (a) makes any assurances whether this Agreement or any other Loan Document meets any criteria or expectations of Borrower or any Bank with regard to environmental or social impact and sustainability performance, or whether the characteristics of the KPI 1 (Renewable Energy Procurement) and KPI 2 (Green Certification) (including any environmental, social and sustainability criteria or any computation methodology) meet any industry standards for sustainability-linked credit facilities, or (b) has any responsibility for or liability in respect of reviewing, auditing or otherwise evaluating any calculation by Borrower of the KPI 1 (Renewable Energy Procurement), the KPI 2 (Green Certification), the KPI Metric Targets 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 Administrative Agent may rely conclusively on any such certificate, without further inquiry, when implementing any pricing adjustment).
Sustainability Matters. Each party hereto hereby agrees that neither the Administrative Agent nor any Sustainability Structuring Agent shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Borrower of any ESG KPI Pricing Adjustment or any ESG KPI Commitment Fee Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any certificate delivered pursuant to Section 6.02(10) (and the Administrative Agent and each Sustainability Structuring Agent may rely conclusively on any such certificate, without further inquiry). Article X Miscellaneous SECTION 10.
Sustainability Matters. Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability Structuring Agent shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Company of any CarbonCount® level or any (i) Drawn Pricing Adjustment or (ii) Undrawn Pricing Adjustment as a result of any such calculation (or any of the data or computations that are part of or related to any such calculation) as set forth in the Company’s financial informationPricing Certificate delivered pursuant to Section 5.01(a) Section 5.01(c) (and the Administrative Agent may rely conclusively on any such financial information, without further inquiry).
Sustainability Matters. Each party to this Agreement agrees that neither the Administrative Agent nor any Sustainability Structuring Agent shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Borrower of any Sustainability Fee Adjustment or any Sustainability Margin Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any Pricing Certificate (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry).
Sustainability Matters. Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability Structuring Agent shall have (x) any duty to ascertain, inquire into or otherwise independently verify any sustainability related information or any other information or materials provided by the Borrower and used in connection with the sustainability provisions of the credit facility described in this Agreement, including with respect to the applicable KPI nor (y) any responsibility for (or liability in respect of) the completeness or accuracy of such information. Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability Structuring Agent nor any Joint Lead Arranger shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Borrower of any Sustainability Rate Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any Pricing Certificate or notice as to a Pricing Certificate Inaccuracy (and the Administrative Agent and the Sustainability Structuring Agent may rely conclusively on any such certificate or notice, without further inquiry).
Sustainability Matters. It is understood and agreed that the Agent and the Sustainability Structuring Agent make no assurances as to (i) whether this Agreement meets any criteria or expectations of the Borrower or any Lender with regard to environmental impact and sustainability performance, or (ii) whether the characteristics of the relevant sustainability performance targets and/or key performance indicators included in the Agreement, including any environmental and sustainability criteria or any computation methodology with respect thereto, meet any industry standards for sustainability-linked credit facilities. It is further understood and agreed that neither the Agent nor the Sustainability Structuring Agent shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Borrower of (i) the relevant sustainability performance targets and/or key performance indicators or (ii) any Sustainability Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any Sustainability Certificate (and the Agent may rely conclusively on any such certificate, without further inquiry, when implementing any such pricing adjustment).
Sustainability Matters. It is understood and agreed that the Administrative Agent, the Co-Lead Sustainability Structuring Agents and The Bank of Nova Scotia and Canadian Imperial Bank of Commerce, as co-sustainability agents (together, the "Co-Sustainability Agents") make no assurances as to (i) whether this agreement meets any criteria or expectations of the Borrowers or any Lender with regard to environmental impact and sustainability performance, or (ii) whether the characteristics of the relevant sustainability performance targets and/or key performance indicators included in the agreement, including any environmental and sustainability criteria or any computation methodology with respect thereto, meet any industry standards for sustainability-linked credit facilities. It is further understood and agreed that none of the Administrative Agent, the Co-Lead Sustainability Structuring Agents or the Co-Sustainability Agents shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by WPM of (i) the relevant sustainability performance targets and/or key performance indicators or (ii) any Sustainability Adjustment (or any of the Second Amended and Restated Credit Agreement - RT data or computations that are part of or related to any such calculation) set forth in any ESG Certificate (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry, when implementing any such pricing adjustment). Each of the parties to this agreement hereby agree that each of the indemnities and limitations of liability applicable to the Administrative Agent in this Article 14 shall apply to the Co-Lead Sustainability Structuring Agents and the Co-Sustainability Agents mutatis mutandis.
Sustainability Matters. (a) Each party hereto hereby agrees that neither the Administrative Agent nor the Sustainability-Linked Loan Coordinator shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Borrower of any Sustainability Rate Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in the Sustainability Certificate (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry).
Sustainability Matters. 114 ARTICLE 14 – MISCELLANEOUS ......................................................................................... 115 Section 14.1 Binding Amendments, Xxxxxxx, etc. .................................................................. 115 Section 14.2 Waivers Effective in Specific Instance .............................................................. 118 Section 14.3 Notice ................................................................................................................. 118 Section 14.4
Sustainability Matters. It is understood and agreed that the Administrative Agent and the Co-Sustainability Structuring Agents make no assurances as to (i) whether this Agreement meets any criteria or expectations of the Borrower or any Lender with regard to environmental impact and sustainability performance, or (ii) whether the characteristics of the relevant sustainability performance targets and/or key performance indicators included in the Agreement, including any environmental and sustainability criteria or any computation methodology with respect thereto, meet any industry standards for sustainability-linked credit facilities. It is further understood and agreed that neither the Administrative Agent nor the Co-Sustainability Structuring Agents shall have any responsibility for (or liability in respect of) reviewing, auditing or otherwise evaluating any calculation by the Borrower of (i) the relevant sustainability performance targets and/or key performance indicators or (ii) any Sustainability Pricing Adjustment (or any of the data or computations that are part of or related to any such calculation) set forth in any Sustainability Certificate (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry, when implementing any such pricing adjustment).
