KPI Metrics Auditor any auditing or consulting firm designated from time to time by the Company (or any replacement auditor thereof as designated from time to time by the Company); provided, that any such KPI Metrics Auditor (a) shall be (i) an auditing firm nationally recognized in the U.S., (ii) an assurance provider nationally recognized in the U.S. or (iii) an independent consultant with experience with environmental, social and governance research and assurance services and (b) shall apply auditing standards and methodology that (i) are consistent with then generally accepted industry standards or (ii) if not so consistent, are proposed by the Company and notified to the Administrative Agent, the Sustainability Structuring Agents and the Lenders, so long as the Lenders constituting the Required Lenders do not object to such changes within five Business Days after written notice thereof.

KPI Metrics Auditor means, Xxxxxxx-Xxxx; provided that the Company may from time to time designate any independent global provider of environmental, social, and governance reporting assurance services reasonably acceptable to the Sustainability Structuring Agent as a replacement KPI Metrics Auditor; provided, further that such replacement KPI Metrics Auditor shall apply substantially the same auditing standards and methodology used in the Initial KPI Metrics Report delivered by the Company.

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Attached as Annex B hereto is a review report of the KPI Metrics Auditor confirming that the KPI Metrics Auditor is not aware of any material modifications that should be made to such computations referred to in clause 2 of this Pricing Certificate in order for them to be presented in all material respects in conformity with the applicable reporting criteria.
Attached as Annex B hereto is, with respect to the KPI Metrics regarding GHG Emissions and Renewable Electricity, a review report of the KPI Metrics Auditor relating to such KPI Metrics corresponding to the applicable KPI Metrics Report attached as Annex A hereto.

More Definitions of KPI Metrics Auditor

KPI Metrics Auditor means any auditing or consulting firm designated from time to time by the Company (or any replacement auditor or consulting firm as designated from time to time by the Company in respect thereof); provided, that, any such KPI Metrics Auditor (a) shall be (i) a nationally recognized auditing or consulting firm or (ii) another auditing or consulting firm designated by the Company and identified to the Lenders, so long as Lenders constituting the Required Lenders do not object to such designation pursuant to this clause (a)(ii) within 5 Business Days after notice thereof, and (b) shall apply the ISAE 3000 verification standard or any equivalent globally recognized auditing standard for non-financial information, except for any changes to such standards and/or methodology that (i) are consistent with then generally accepted industry standards or (ii) if not so consistent, are proposed by the Company and notified to the Lenders, so long as Lenders constituting Required Lenders do not object to such changes within 5 Business Days after notice thereof.

KPI Metrics Auditor means a qualified external reviewer, independent of the Company and its Subsidiaries, with relevant expertise, such as an auditor, environmental consultant and/or independent ratings agency of recognized national standing. As of the date hereof, the term KPI Metrics Auditor shall mean Lloyd’s Register Quality Assurance; provided that a replacement KPI Metrics Auditor may be designated from time to time by the Company (i) if such replacement KPI Metrics Auditor shall be (A) a qualified external reviewer, independent of the Company and its Subsidiaries, with relevant expertise, such as an auditor, environmental consultant and/or independent ratings agency of recognized national standing designated by the company or (B) another firm designated by the Company and agreed to by the Administrative Agent and the Sustainability Structuring Agent and (ii) if the methodology used in the KPI Metrics Report by such replacement KPI Metrics Auditor would result in a material deviation from the Baseline set forth in the Sustainability Table for any KPI Metric, the Baseline (and related discount and penalty thresholds) for such KPI Metric shall be recast based on the methodology used by the replacement KPI Metrics Auditor unless otherwise approved by the Required Lenders.

KPI Metrics Auditor means any of (i) Apex Companies LLC, (ii) an internationally recognized “big four” auditing firm, (iii) a reputable sustainability assurance provider such as DNV GL or ERM CVS, or (iv) any other firm designated by the Borrower and reasonably acceptable to the Sustainability Structuring Agent.

KPI Metrics Auditor means any independent global provider of environmental, social, and governance reporting assurance services designated by the Borrower from time to time that is reasonably acceptable to the Administrative Agent.

KPI Metrics Auditor means, with respect to any KPI Metric, KPMG Xxxxxxxx Xxxxx, S.C.; provided that the Borrower may from time to time designate any independent public accountants of recognized national standing reasonably acceptable to the Sustainability Structuring Agent as a replacement KPI Metric Auditor, it being understood that any “big four” auditing firm or other auditing firm of recognized national standing acting in its capacity as an independent auditor of the Borrower shall be acceptable to the Sustainability Structuring Agent; provided, further, that the Borrower shall use commercially reasonable efforts to cause such replacement KPI Metric Auditor to apply substantially the same auditing standards and methodology used in the first KPI Metrics Report delivered by the Borrower.

KPI Metrics Auditor means a sustainability assurance provider designated by the Borrower and reasonably acceptable to the Sustainability Coordinator.

KPI Metrics Auditor definition

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