Sustainability Structuring Agent. The Sustainability Structuring Agent will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG to be used in connection with the ESG Amendment.
Sustainability Structuring Agent. (a) 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 representation, use of proceeds or reporting by the Borrower or any other Person with respect to any Sustainability Loan, the Sustainability Financing Framework or the Sustainability Margin Adjustment set forth in any Borrowing Request or Sustainability Loan Report (and the Administrative Agent and the Sustainability Structuring Agent may rely conclusively on any such certificate, without further inquiry). Each party hereto hereby agrees that the Administrative Agent and the Sustainability Structuring Agent make no assurances as to (i) whether this Agreement meets any Borrower or Lender criteria or expectations with regard to environmental or social impact or sustainability performance, or (ii) whether the Sustainability Financing Framework and related sustainability undertakings included in the Agreement meet any industry standards for sustainable financing.
(b) The Sustainability Structuring Agent has not, and will not be deemed to have, assumed, and will not, and will not be deemed to, assume any advisory, agency or fiduciary responsibility in favor of the Borrower or any Lender.
(c) The Sustainability Structuring Agent may resign at any time by giving thirty (30) days’ prior written notice thereof to the Revolving Facility Lenders and the Borrower, whether or not a successor Sustainability Structuring Agent has been appointed. Upon any such resignation, the Required Revolving Facility Lenders shall have the right to appoint a successor Sustainability Structuring Agent. If no successor Sustainability Structuring Agent shall have been so appointed by the Required Revolving Facility Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring Sustainability Structuring Agent giving of notice of resignation, then the retiring Sustainability Structuring Agent may, on behalf of the Revolving Facility Lenders, appoint a successor Sustainability Structuring Agent which shall be a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required while an Event of Default has occurred and is continuing). Upon the acceptance of any...
Sustainability Structuring Agent. The Sustainability Structuring Agent will (i) assist the Company in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Company in preparing informational materials focused on KPIs to be used in connection with the ESG Amendment, in each case, based upon the information provided by the Company with respect to the applicable KPIs selected in accordance with Section 2.26. Each party hereto agrees that neither the Administrative Agent nor the Sustainability Structuring Agent (x) makes any assurances with regard to environmental or social impact and sustainability performance or that 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, (y) shall have any duty (or liability in respect of) to ascertain, inquire into or otherwise independently verify any such information, or (z) shall have any responsibility for (or be liable for) the completeness or accuracy of any such information. The Sustainability Structuring Agent shall have the benefit of the provisions in Sections 9.1, 9.2, 9.3, 9.4, 9.5, 9.7, 10.1 and 10.13 in each case to the same effect as the Administrative Agent thereunder.
Sustainability Structuring Agent. The Sustainability Structuring Agent will (i) assist the Borrower in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Borrower in preparing informational materials focused on ESG targets 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 or ESG Ratings targets selected in accordance with Section 12.6.(d); provided, that, the Sustainability Structuring Agent (x) shall have no duty to ascertain, inquire into or otherwise independently verify any such information and (y) shall have no responsibility for (and shall not be liable for) the completeness or accuracy of any such information. 4889-7534-3155, v. 14
Sustainability Structuring Agent. By entering into this Amendment, the Sustainability Structuring Agent hereby:
(a) confirms that it has received a copy of the Credit Agreement, the Amended Credit Agreement and the other Loan Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own decision to enter into this Amendment;
(b) agrees that it will, independently and without reliance upon the Administrative Agent, the Arranger, the Lead Arranger, any Documentation Agent, or any Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under the Amended Credit Agreement; and
(c) acknowledges and agrees that, upon its execution of this Amendment, it shall become the “Sustainability Structuring Agent” under, and for all purposes of, the Amended Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of the Sustainability Structuring Agent thereunder.
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. (a) The Sustainability Structuring Agent will (i) assist the Company in determining the ESG Pricing Provisions in connection with the ESG Amendment and (ii) assist the Company in preparing informational materials focused on KPIs to be used in connection with the ESG Amendment, in each case, based upon the information provided by the Company with respect to the applicable KPIs selected in accordance with Section Error! Reference source not found.. Each party hereto agrees that neither the Agent nor the Sustainability Structuring Agent (x) makes any assurances with regard to environmental or social impact and sustainability performance or that 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 103 [[5848018]][[DMS:6312716v7:05/07/2024--04:04 PM]] 4861-2153-1574 v.2
Sustainability Structuring Agent. In connection with any proposed ESG Amendment, the Sustainability Structuring Agent may (i) assist the Borrower in selecting the KPIs and/or ESG Ratings and setting the associated SPTs, (ii) determine the ESG Pricing Provisions in connection with the ESG Amendment, and (iii) 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 12.6.(g); provided that the Sustainability Structuring Agent (A) shall have no duty to ascertain, inquire into, or otherwise independently verify any such information and (B) shall have no responsibility for (and shall not be liable for) the completeness or accuracy of any such information. Neither the Administrative Agent nor the Sustainability Structuring Agent (a) makes any 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 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 may rely conclusively on any such certificate, without further inquiry, when implementing any pricing adjustment).
Sustainability Structuring Agent. Notwithstanding any other provisions of this Agreement or any other Loan Documents, with respect to the Applicable Sustainability Adjustment and all related provisions and terms included in this Agreement and any other Loan Document, neither the Administrative Agent nor the Sustainability Structuring Agent (a) makes any assurances whether any such agreements, terms or provisions meet any criteria or expectations of the Borrower or any Lender or any Issuing Bank with regard to environmental or social impact and sustainability performance, or whether the characteristics of the relevant sustainability metrics (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 the Borrower of the sustainability 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 the Sustainability Certificate or other applicable pricing or compliance certificate (and the Administrative Agent and the Sustainability Structuring Agent may rely conclusively on any such certificate, without further inquiry, when implementing any such adjustment). Each Lender hereby acknowledges that neither the Sustainability Structuring Agent nor any of the other Titled Agents (other than the Administrative Agent) has any liability hereunder other than in its capacity as a Lender, if applicable.
Sustainability Structuring Agent. Notwithstanding anything to the contrary herein, no amendment, waiver or consent unless in writing and signed by the Sustainability Structuring Agent, in addition to the Lenders required hereinabove to take such action, shall affect the rights, obligations, liabilities or duties of the Sustainability Structuring Agent under this Agreement or any of the other Loan Documents.
