Common use of Sustainability Structuring Agent Clause in Contracts

Sustainability Structuring Agent. In connection with any proposed ESG Amendment, the Sustainability Structuring Agent may (a) assist the Borrower in selecting the KPIs, (b) determine the ESG Pricing Provisions in connection with the ESG Amendment, and (c) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment, in each case based upon the information provided by the Borrower with respect to the applicable KPIs selected in accordance with Section 13.7(g); provided that the Sustainability Structuring Agent (x) 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 ESG 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), (y) shall have no duty to ascertain, audit, inquire into or otherwise independently verify any such information or any computations thereof and (z) shall have no responsibility for (and shall not be liable for) the completeness or accuracy of any such information or calculations. The Sustainability Structuring Agent may resign at any time as Sustainability Structuring Agent under the Loan Documents by giving written notice thereof to the Lenders and the Borrower.

Sustainability Structuring Agent. In connection with any proposed ESG Amendment, the Sustainability Structuring Agent may (ai) assist the Borrower in selecting the KPIsKPIs and/or ESG Ratings and setting the associated SPTs, (bii) determine the ESG Pricing Provisions in connection with the ESG Amendment, and (ciii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the 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 13.7(g12.6.(g); provided that the Sustainability Structuring Agent (x) 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 ESG 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), (yA) shall have no duty to ascertain, auditinquire into, inquire into or otherwise independently verify any such information or any computations thereof and (zB) shall have no responsibility for (and shall not be liable for) the completeness or accuracy of any such information or calculationsinformation. The Neither the Administrative Agent nor the Sustainability Structuring Agent may resign at (a) makes any time as Sustainability Structuring Agent under assurances whether this Agreement meets any criteria or expectations 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 (b) has any responsibility for or liability in respect of reviewing, auditing or otherwise evaluating any calculation by giving written notice thereof 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 the Lenders any such calculation) set out in any pricing certificate (and the BorrowerAdministrative Agent may rely conclusively on any such certificate, without further inquiry, when implementing any pricing adjustment).