Fibra Danhos' Sustainability Linked Financing Framework
Real State
s pglobal.com/ ratings This product is not a credit rating | PUBLIC July 10, 2023 1 This S&P Global Ratings Second Party Opinion (SPO) represents our opinion on whether the documentation of a sustainable finance framework or program and whether the documentation of a sustainable f inance transaction aligns with certain third -party published sustainable finance principles, guidelines, and standards (“Principles”). For more details please refer to the Analytical Approach and Analytical Supplement, available at spglobal.com under Sustainable Financing Opinions . An SPO provides a point -in-time opinion, reflecting the information provided to us at the time the SPO was created and published, and is not surveilled. We assume no obligation to update or supplement the SPO to reflect any facts or circumstances that may come to our attention in the future. An SPO is not a cre dit rating, and does not consider credit quality or factor into our credit ratings. Second Party Opinion Fibra Danhos ' Sustainab ility-Linked Financ ing Framework July 10 , 2023 Fibra Danhos (Danhos) is a real estate investment trust (REIT) focused on developing, acquiring, leasing, and operating commercial real estate assets in Mexico. As of June 2023, the company's portfolio consisted of 15 retail spaces, offices, and mixed -use projects, with a total gross leasable area (GLA) of 939,343 square meters (sqm) . Retail spaces represent 71% of total GLA and offices represent 29%. In our view, Fibra Danhos ’ sustainability -linked financing framework , published on July 2023 , is aligned with: ✔ Sustainability -Linked Bond Principles, ICMA, 20 23 ✔ Sustainability -Linked Loan Principles, LMA/LSTA/APLMA, 202 3 Issuer’s Sustainability Objectives Since 2018 , Danhos has been developing its sustainability strategy , focusing on material topics for both its operations and stakeholders . Among Danhos’ most material sustainability topics are energy use , greenhouse gas (GHG) emissions, and diversity and inclusion , for which the company has established short - and medium -te rm goals. Within its organization, Danhos has assigned the board of directors as the highest governing body to monitor and oversight the company's sustainability strategy. Furthermore, Danhos has an annual integrated report following international standard s such as Sustainability Accounting Standards Board ( SASB ), Global Reporting Initiative (GRI ), and Task Force on Climate -R elated Financial Disclosures ( TCFD). Danhos has developed a sustainability -linked financing framework to further align its funding str ategy with its corporate sustainability commitments. Selected Key Performance Indicators (KPIs) And Sustainability Performance Targets (SPTs) KPI SPT Baseline 202 2 performance Primary Analyst Azul Ornelas Mexico City azul.ornelas @spglobal.com S econdary Analyst Rafael Janequine Sao Paulo +55 11 3039 -9786 rafael.janequine @spglobal.com Deborah Siqueira Sao Paulo deborah.siqueira @spglobal.com
Second Party Opinion s pglobal.com/ ratings This product is not a credit rating | PUBLIC July 10, 2023 2 Sustainable buildings 1 Certify with LEED O+M Gold and Platinum at least 25% of area under operational control measured in sqm by 2034 0% (2022) N /A GHG emissions intensity Reduce GHG emissions (Scope 1 and 2) intensity measured as tons of carbon dioxide equivalent per area under operational control in square meter s (tCO2/sqm) at least 45% by 2034 0.019 tCO2/sqm (2019) 0.013 tCO2/sqm Gender equality Increase share of women in management positions at least 45% by 2034 32% (2022) 32% 1 LEED O+M (Gold or Platinum)
Second Party Opinion s pglobal.com/ ratings This product is not a credit rating | PUBLIC July 10, 2023 3 Second Party Opinion Summary Selection of key performance indicators (KPIs) Alignment ✔ Danhos ’ sustainability - linked financing framework is aligned with this component of the applicable Principles . KPI 1 Sustainable buildings KPI 2 GHG emissions intensity KPI 3 Gender equality Calibration of s ustainability performance targets (SPTs) Alignment ✔ Danhos ’ sustainability - linked financing framework is aligned with this component of the applicable Principles . SPT 1 Certify with LEED O+M Gold and Platinum at least 25% area under operational control measured in sqm by 2034 from a 2022 baseline SPT 2 Reduce GHG emissions (Scope 1 and 2) intensity measured as tons of CO2 equivalent per area under operational control in sqm (t CO2/sqm) at least 45% by 2034 from a 2019 baseline SPT 3 Achieve at least 45% of women representation in management positions by 2034 from a 2022 baseline Annual SPTs available for each KPI until 2034 , observation dates will be April 1 of the corresponding year. Instrument characteristics Alignment ✔ Danhos ’ sustainability - linked financing framework i s aligned with this component of the applicable Principles . Through its s ustainability - l inked financing f ramework, Danhos will link the financial characteristics of the instruments to the achievement of the SPTs. Danhos discloses that in case it achieves or fails to achieve the SPTs by the agreed observation dates, instruments raised under the framework will be subject to coupon step -up or step- down adjustments. The specific mechanism will be included in the respective instrument documentation. Reporting Alignment ✔ Danhos ’ sustainability - linked financing framework is aligned with this component of the applicable Principles . Aligned No t aligned St rong Ad vanced Aligned No t aligned St rong Ad vanced Aligned No t aligned St rong Ad vanced Aligned No t aligned St rong Ad vanced Aligned No t aligned St rong Ad vanced Aligned No t aligned St rong Ad vanced
Second Party Opinion s pglobal.com/ ratings This product is not a credit rating | PUBLIC July 10, 2023 4 Score Danhos commits to publish the performance of each KPI against the SPT in the company's integrated report on an annual basis, as well as a verified report outlining the performance against the SPTs . Post -issuance review Alignment ✔ Danhos ’ sustainability - linked financing framework is aligned with this component of the applicable Principles . Danhos will seek independent verification of the KPI performance relative to the applicable SPT annually and publish the verification certificate on its website. Aligned No t aligned Str ong Ad vanced
Second Party Opinion s pglobal.com/ ratings This product is not a credit rating | PUBLIC July 10, 2023 5 Framework Assessment Selection of key performance indicators (KPIs) The Principles make optional recommendations for stronger structuring practices, which inform our relevancy opinion as aligned , strong, or advanced. For each KPI, we consider how relevant the KPI is for sustainability by exploring the clarity and character istics of the defined KPI; its significance for the issuer’s sustainability disclosures; and how material it is to the issuer’s industry and strategy. ✔ Danhos ’ sustainability -linked financing framework is aligned with this component of the applicable Principles . KPI 1 Sustainable buildings We view the KPI selected by Danhos as aligned. T he issuer clearly states the rationale behind the KPI and describes the calculation methodology . Further more , the KPI is directly linked to the company 's sustainability strategy. We consider that the KPI is linked to one of the most relevant sustainability issues faced by the sector. Use of buildings is resource intensive; mainly in terms of energy and water use. To illustrate, m ost emissions of the sector result from use of properties, while the rest result from the building and construction phase, according to the International Energy Agency (IEA, 2022). Sustainable certification is one of the most common strategies to mitigate the sector's environmental impacts because it provides a framework to improve resource efficiencies. In addition, depending on the certification scheme, health and wellbeing of users are also considered in the building assessment. In the framework, Danhos clearly articulate s the KPI's scope, objective, and calculation methodology. Specifically, the KPI covers area under operational control, which represents 64% of total area. The calculation consists of certified area under operational control divided by total area unde r operational control and is expressed as a percentage. In our opinion, absolute KPIs generally express more clearly the direct impact of the issuer's sustainability efforts than those expressed in relative terms (see " Navigating The Strengths, Challenges, And Best Practices In Sustainable Finance Frameworks And Transaction Documentation ," published Jan. 18, 2022). Furthermore, w e acknowledge the constraints the company may face while seeking to certify areas with no operational control , and consider Danho s’ KPI coverage to be appropriate given REIT s' operational particulars . Nevertheless, we note that the most resource -intens ive area of Danhos ’ portfolio is not included in the KPI. We view as a strong practice that Danhos has specified the highest levels of a globally recognized sustainable certifi cation (LEED O+M Gold and Platinum levels) . In our opinion, higher levels of sustainable certifications h ave a higher sustainability impact . Specifically for LEED, to achieve high certification levels (Gold or Platinum), the issuer m ust comply with majority of requirements . For example, LEED O+M (Operation and Maintenance) ha s prerequisites on achieving certain energy and waste performance as well as complying with at least 25% energy efficiency . Additionally, this certification is app licable for spaces that have been fully operational and occupied for at least one year . W e view as positive that Danhos is focusing on retrofitting existing buildings because this will improve environmental characteristics of properties that are usually less efficient compared to new builds. KPI 2 GHG emissions intensity We view Danhos’ KPI as aligned given its objective, scope, and calculation methodology are clearly articulated in the framework. The KPI is in line with the company's sustainability strategy and addresses an important sustainability issue that the real estate sector faces. We consider GHG emissions to be one of the sector's largest environmental exposures , because bui ldings mainly depend on energy to operate (see “ Key Sustainability Factors: Real Estate ," Aligned No t aligned St rong Ad vanced Aligned No t aligned St rong Ad vanced
Second Party Opinion s pglobal.com/ ratings This product is not a credit rating | PUBLIC July 10, 2023 6 published July 20, 2021). Namely , the sector is responsible for approximately 40% of global GHG emissions, according to the International Energy Agency (IEA, 2022). In addition, we note Danhos considers the KPI as one of the m ost m aterial topics for its operations . T he company has defined specific strategies to reduce emissions such as increasing renewable energy to 20% of total energy consumption by 2030 , and seeks to align future reduction targets to the Science- Based Targets Initiative (SBTi) by 2025. We consider adequate that the KPI co vers scope 1 and 2 emissions because energy use in buildings has been a major contributor to climate change. Annually, Danhos calculates its scope 1 and 2 (location -based) emissions following the GHG Protocol and the Mexican Minist ry of Environment and Natural Resources. In addition, Danhos has externally verified the KPI for the last three years, which we view as a strong practice. That said, w e note that the KPI doesn't include scope 3 GHG emissions. We believe scope 3 emissions are relevant for the industry, particularly for commercial offices and retail malls, for which most energy consumption involves tenant s' use of properties . In our view, t he inclusion of scope 3 emissions and engagement with tenants are key enablers for the sector's decarbonization efforts. Finally, the KPI is based on intensity , rather than absolute -based emission reductions, which we view a s less advanced . KPI 3 Gender equality We consider the KPI selected as aligned given that the framework clearly articulates its rationale, objective, and scope. Furthermore, the KPI is directly linked to the company's sustainability strategy and addresses a cross -sector and local social challenge. The scope of the KPI covers direct employees and considers management and senior management positions . The calculation is a percentage, where the KPI's numerator will be number of women in management positions and denominator will be the sum of decision- making positions in the company (44 people in 2021) . As of 2022 in Mexico, women represented 38.3% of senior and middle management positions, according to the World Bank. In addition, women in management positions for real estate companies globally represented 27% in 2022, according to Global Real Estate Sustainability Benchmark (GRESB) . Therefore, w e consider th e KPI to be linked to an important social challenge faced by Mexican companies operating in the sector. On the other hand, we note that REITs’ workforce largely consists of external counterparties, oversight of which is limited. Companies usually contracts with investment advisors, property management, developers, and real estate agents that directly interface with tenants. In this context, Danhos' KPI considers on ly direct employees ( approximately 20% its total workforce, which is higher than peers ). However, t he lack of visibility into the workforce practices of these counterparties limit s our assessment -- see “ Key Sustainability Factors: Real Estate ," published July 20, 2021). In our view, the KPI is in line with the company's sustainability strategy because it addresses a material topic identified by the company's materiality matrix performed in 2020. Additionally, Danhos ha s initiatives in place to improve diversity and inclusion and has previously established a target to increase the percentage of women in its workforce to 40% by 2030. We consider a strong practice that the KPI allow s for external benchmarking because it follows international standards like GRI, United Nations Sustainable Development Goals and ICMA's KPI Registry. Calibration of s ustainability performance targets (SPTs) The Principles make optional recommendations for stronger structuring practices, which inform our ambition opinion as aligned , strong, or advanced. We consider the level of ambition for each target by assessing its clarity and characteristics, how the issuer defines the target with reference either to its past performance, or to external or competitor benchmarks, and how it explains what factors could influence future performance. ✔ Danhos’ sustainability -linked financing framework is aligned with this component of the applicable Principles. Aligned No t aligned St rong Ad vanced
Second Party Opinion s pglobal.com/ ratings This product is not a credit rating | PUBLIC July 10, 2023 7 SPT 1 Certify with LEED O+M Gold and Platinum at least 25% area under operational control measured in sqm by 2034 from a 2022 baseline Danhos outlines baseline year (2022), the expected observation date (April 1 of each corresponding year), and the relevant trigger events, such as failure to achieve the SPT s on the target observation date or inability to calculate SPT s. Moreover, Danhos outlines annual SPTs in line with the loan's principles. We note there are no historical values related to this KPI because Danhos is using the LEED O+M certification for the first time . In Mexico, sustainable certification has recently gained relevance and we see more companies committing to it, yet sector standards must align with international practices. We consider the level of certification selected (gold or platinum) by Danhos as robust for sector and region characteristics. Furthermore , we think the annual SPTs represent an improvement of Danhos’ b usiness -as -u sual trajectory , because it will certify existing properties from a 0% baseline to at least 25% area under operational control by 2034. This represents on average an annual variation of two b asis point s. Currently Danhos has 21% of total GLA certified under LEED BD+C, although this metric is not comparable to the specified SPT because it considers GLA (leasable area) instead of area under operational control . When setting the level of ambition for the SPT, Danhos also conducted a sector benchmarking exercise. According to the Mexican Association for REITs, 12% of Mexican REITs' GLA has been certified by sustainability standards . In addition, Danhos estimates that the average local sector expects to increase the percent of its certified properties to 15% by 2030. Nevertheless, the current benchmark does not allow for a comprehensive comparison against peers and sector standards , in our view . We acknowledge the difficulties related to benchmarking given different portfolios and data availability. Baseline Certify with LEED O+M Gold and Platinum at least 25% area under operational control measured in square meters by 2034 from a 2022 ba seline 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 0% 2% 3% 5% 7% 10% 12% 14% 16% 18% 20% 22% 25% Equivalent to 2% increase Equivalent to 1% increase Equivalent to 2% increase Equivalent to 2% increase Equivalent to 3% increase Equivalent to 2% increase Equivalent to 2% increase Equivalent to 2% increase Equivalent to 2% increase Equivalent to 2% increase Equivalent to 2% increase Equivalent to 3% increase SPT 2 Reduce GHG emissions (Scope 1 and 2) intensity measured as t CO2/sqm at least 45% by 2034 from a 2019 baseline Danhos outlines baseline year (2019), the expected observation date (April 1 of each corresponding year), and the relevant trigger events, such as failure to achieve the SPT s on the target observation date or inability to calculate SPT s. When considering previous performance context and local jurisdiction, we consider the SPTs as aligned with the principles because they demonstrate gradual improvement, although historical performance is difficult to assess . We note the baseline year (2019) had the highest GHG emissions intensity of the years with available public information (201 8 to 2022). Danhos specifies in the framework that th e rationale for selecting 2019 as a baseline was because that year is the most recent with normal operations before the COVID -19 pandemic. Danhos also explains that the pandemic affected 2020 and 2021 performance and considers the low er GHG emissions intensit ies for those years as atypical. As for 2022, the company states that the office portfolio ha d lower occupation rates compared to pre- pandemic levels, translating into less energy use and lower GHG emissions intensity. Those factors explain why from 20 19 to 2022, the average GHG emissions intensity reduction was 32% against the company's 45% reduct ion target by 2034. Danhos estimates that occupation rates will increase in the following years as well as energy consumption , which should be more comparable to pre -pandemic levels. We think this scenario Aligned No t aligned St rong Ad vanced Aligned No t aligned St rong Ad vanced
Second Party Opinion s pglobal.com/ ratings This product is not a credit rating | PUBLIC July 10, 2023 8 could lead to higher GHG emissions if energy efficiency strategies and renewable energy are not implemented, so we consider the SPTs as consistent with the issuer's sustainability strategy. By 2034, Danhos aims to reduce at least 45% of GHG emissions intensity, which represent an average of 1% annual reduc tion from 2019 intensity levels. The framework provides some information on the strategy and means by which Danhos will reach the target, namely, energy efficiency strategies and increased renewable energy use, and includes key factors beyond the issuer's direct control such as changes in local regulation. Our assessment is limited to aligned given that the peer benchmark or sector standard weren't provided. Baseline Re duce GHG emissions (Scope 1 and 2) measured as t CO2/sqm at least 45% by 2034 from a 2019 baseline 2019 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 29% 30% 32% 33% 34% 35% 37% 38% 39% 40% 41% 42% 45% Equivalent to 1% increase Equivalent to 2% increase Equivalent to 1% increase Equivalent to 1% increase Equivalent to 1% increase Equivalent to 2% increase Equivalent to 1% increase Equivalent to 1% increase Equivalent to 1% increase Equivalent to 1% increase Equivalent to 1% increase Equivalent to 3% increase SPT 3 Achieve at least 45% of women in management positions by 2034 from a 2022 baseline Danhos outlines baseline year (2022), the expected observation date (April 1 of each corresponding year), and the relevant trigger events, such as failure to achieve the SPT s on the target observation date or inability to calculate SPT s. The SPTs are benchmarked against the issuer 's own performance, for which Danhos provides three -year historical performance (2020 to 2022). Previous performance shows a volatile trajectory, where the company experienced an increase of one basis point in 2021 ve rsus 2020, followed by a decrease of three basis points in 2022 from 2021 values. We consider that the SPTs will demonstrate improving performance at a faster pace compared to historical performance because they target a steady increase in KPI performance of one basis point per year on average until 2034 . Additionally, Danhos includes information on the strategy and means by which it will reach the target . However, the SPT's peer benchmark or sector standard weren't provided, limiting our assessment at aligned. Baseline Achieve at least 45% of women in management positions by 2034 from a 2022 baseline 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 32% 33% 34% 35% 36% 37% 38% 39% 40% 41% 42% 43% 45% Equivalent to 1% increase Equivalent to 1% increase Equivalent to 1% increase Equivalent to 1% increase Equivalent to 1% increase Equivalent to 1% increase Equivalent to 1% increase Equivalent to 1% increase Equivalent to 1% increase Equivalent to 1% increase Equivalent to 1% increase Equivalent to 3% increase Instrument characteristics The Principles require disclosure of the type of financial and/or structural impact involving trigger event(s), as well as the potential variation of the instrument’s financial and/or structural characteristics. ✔ Danhos ’ sustainability -linked financing framework i s aligned with this component of the applicable Principles . Aligned No t aligned St rong Ad vanced
Second Party Opinion s pglobal.com/ ratings This product is not a credit rating | PUBLIC July 10, 2023 9 Danhos discloses under its sustainability -linked financing framework that instruments under the framework will be subject to step -down or step -up coupon mechanisms depending on the performance of the KPI s relative to the SP Ts . The issuer commits to include within the final terms and conditions of each sustainability -linked instrument a description of the financial mechanisms that will take place if the company fails to meet SPTs on the specified observation dates ( April 1 from 2023 until 2034). Additionally, the framework specifies that a negative financial adjustment will be applied in case the issuer is not able to calculate or provide information of the KPI s performance relative to the SPTs, following best market practices. Reporting The Principles make optional recommendations for stronger disclosure practices, which inform our disclosure opinion as aligned , strong, or advanced. We consider plans for updates on the sustainability performance of the issuer for general purpose funding, or the sustainability performance of the financed projects over the lifetime of any dedicated funding, including any commitments to post issuance reporting. ✔ Danhos ’ sustainability -linked financing framework is aligned with this component of the applicable Principles . Disclosure score We consider Danhos ’ overall reporting practices to be strong . The issuer commits to disclose the performance of its KPIs against its SPTs annually in its integrated annual report, which will be available on its website. The report will include up -to -date information on the performance of selected KPIs against the SPT s, information enabling investors to monitor progress and level of ambition of the SPTs, and the impact on the loan's economic characteristics. This information will be subject to independent external verification. Danhos will disclose , when feasible, the positive sustainability impacts of the performance improvement, potential drivers that may affect the KPI s, reassessments of the KPI s or SPT s, and adjustments to the KPI s’ scope or baseline. In our view, the disclosure of this information is a strong featu re. Post -issuance review The Principles require post issuance review commitments including the type of post issuance third -party verification, periodicity and how this will be made available to key stakeholders. Our opinion describes whether the documentation is aligned or not aligned with these requirements. Please note, our second party opinion is not itself a post issuance review. ✔ Danhos’ sustainability -linked financing framework is aligned with this component of the applicable Principles. Danhos commits to obtain --on an annual basis and whenever relevant --an independent and external post issuance verification of its performance level against each SPT for each KPI. The verification assurance will be public on the i ssuer's website. Aligned No t aligned Str ong Ad vanced
Second Party Opinion s pglobal.com/ ratings This product is not a credit rating | PUBLIC July 10, 2023 10 Mapping To The U .N. 's Sustainable Development Goals The Sustainable Development Goals (SDGs) , which the United Nations (U.N.) set up in 2015 , form an agenda for achieving sustainable development by 2030. Danhos ’ sustainability -linked financing framework intends to contribute to the following SDGs: KPI SDGs Sustainable buildings 7. Affordable and clean energy 11. Sustainable cities and communities § 13. Climate action § Inclusive buildings 8. Decent work and economic growth § 9. Industry, innovation and infrastructure 10. Reduced inequalities § GHG emissions reduction 7. Affordable and clean energy 11. Sustainable cities and communities 13. Climate action § Gender equality 5. Gender equality § 8. Decent work and economic growth § 9. Industry, innovation and infrastructure §The KPI is likely to contribute to the SDGs.
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