Common use of Sustainability Structuring Agent Clause in Contracts

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 appointment as Sustainability Structuring Agent by a successor Sustainability Structuring Agent, such successor Sustainability Structuring Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Sustainability Structuring Agent. Upon the acceptance of appointment as Sustainability Structuring Agent by a successor Sustainability Structuring Agent, the retiring Sustainability Structuring Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Sustainability Structuring Agent’s resignation hereunder as Sustainability Structuring Agent, the retiring Sustainability Structuring Agent shall take such action as may be reasonably necessary to assign to the successor Sustainability Structuring Agent its rights as Sustainability Structuring Agent under the Loan Documents. (d) Notwithstanding clause (c) of this Section, in the event no successor Sustainability Structuring Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Sustainability Structuring Agent gives notice of its intent to resign, the Sustainability Structuring Agent may give notice of the effectiveness of its resignation to the Revolving Facility Lxxxxxx and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (x) the retiring Sustainability Structuring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (y) the Required Revolving Facility Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Sustainability Structuring Agent; provided, that all notices and other communications required or contemplated to be given or made to Sustainability Structuring Agent shall directly be given or made to each Revolving Facility Lender. Following the effectiveness of the Sustainability Structuring Agent’s resignation from its capacity as such, the provisions of this Article and ‎Section 9.05, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Sustainability Structuring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Sustainability Structuring Agent was acting as Sustainability Structuring Agent and in respect of the matters referred to in the proviso under subclause (x) above.

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. (cb) 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 gives 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 appointment as Sustainability Structuring Agent by a successor Sustainability Structuring Agent, such successor Sustainability Structuring Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Sustainability Structuring Agent. Upon the acceptance of appointment as Sustainability Structuring Agent by a successor Sustainability Structuring Agent, the retiring Sustainability Structuring Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Sustainability Structuring Agent’s resignation hereunder as Sustainability Structuring Agent, the retiring Sustainability Structuring Agent shall take such action as may be reasonably necessary to assign to the successor Sustainability Structuring Agent its rights as Sustainability Structuring Agent under the Loan Documents. (dc) Notwithstanding clause (cb) of this Section, in the event no successor Sustainability Structuring Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Sustainability Structuring Agent gives notice of its intent to resign, the Sustainability Structuring Agent may give notice of the effectiveness of its resignation to the Revolving Facility Lxxxxxx Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (x) the retiring Sustainability Structuring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (y) the Required Revolving Facility Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Sustainability Structuring Agent; provided, that all notices and other communications required or contemplated to be given or made to Sustainability Structuring Agent shall directly be given or made to each Revolving Facility Lender. Following the effectiveness of the Sustainability Structuring Agent’s resignation from its capacity as such, the provisions of this Article and ‎Section 9.05Section 10, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Sustainability Structuring Agent, its sub-agents and their respective Related Parties related parties in respect of any actions taken or omitted to be taken by any of them while the retiring Sustainability Structuring Agent was acting as Sustainability Structuring Agent and in respect of the matters referred to in the proviso under subclause (x) aboveAgent.

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 Notice of 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 appointment as Sustainability Structuring Agent by a successor Sustainability Structuring Agent, such successor Sustainability Structuring Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Sustainability Structuring Agent. Upon the acceptance of appointment as Sustainability Structuring Agent by a successor Sustainability Structuring Agent, the retiring Sustainability Structuring Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Sustainability Structuring Agent’s resignation hereunder as Sustainability Structuring Agent, the retiring Sustainability Structuring Agent shall take such action as may be reasonably necessary to assign to the successor Sustainability Structuring Agent its rights as Sustainability Structuring Agent under the Loan Documents. (d) Notwithstanding clause (c) of this Section, in the event no successor Sustainability Structuring Agent shall have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Sustainability Structuring Agent gives notice of its intent to resign, the Sustainability Structuring Agent may give notice of the effectiveness of its resignation to the Revolving Facility Lxxxxxx and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (x) the retiring Sustainability Structuring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (y) the Required Revolving Facility Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Sustainability Structuring Agent; provided, that all notices and other communications required or contemplated to be given or made to Sustainability Structuring Agent shall directly be given or made to each Revolving Facility Lender. Following the effectiveness of the Sustainability Structuring Agent’s resignation from its capacity as such, the provisions of this Article and ‎Section 9.05, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Sustainability Structuring Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Sustainability Structuring Agent was acting as Sustainability Structuring Agent and in respect of the matters referred to in the proviso under subclause (x) above.