Common use of Changes in GAAP Clause in Contracts

Changes in GAAP. If at any time any change in GAAP (each change, an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect to such Accounting Change and (ii) the Borrowers shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Change.

Changes in GAAP. If at any time any change in GAAP (each change, an “Accounting Change”including the adoption of International Financial Reporting Standards) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (ii) the Borrowers Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If at any time any change in GAAP (each change, an “Accounting Change”) would affect the computation of any financial ratio or requirement (including any negative covenant or utilization of any “basket”) set forth in any Loan Document, and either the Borrowers Company or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (iA) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (iiB) the Borrowers Company shall provide to the Administrative Agent and the Lenders financial statements information and other documents required under this Agreement or calculations as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If at any time any change in GAAP (each change, an “Accounting Change”) would affect the computation of any financial ratio ratio, covenant or requirement set forth in any Loan Document, and either the Borrowers Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers Borrower shall negotiate in good faith to amend such ratio ratio, covenant or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio ratio, covenant or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (ii) the Borrowers Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio ratio, covenant or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If The parties hereto acknowledge and agree that if at any time any change in GAAP (each change, an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (ii) the Borrowers shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If at any time any change in GAAP (each change, an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required Lenders, the Administrative Agent and the Borrowers); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (ii) the Borrowers shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If at any time any change in GAAP (each change, an “Accounting Change”including the early adoption by the Company of any provision of GAAP) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers Company or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein, and (ii) the Borrowers Company shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If at any time any change in GAAP (each change, an “Accounting Change”including with respect to the consolidation of subsidiaries and rules related to lease accounting) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers Company or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (ii) the Borrowers Company shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If at any time any change in GAAP (each change, an “Accounting Change”including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Credit Document, and either the Borrowers Borrower or the Required Lenders shall so request, the Administrative Agent, the Required Lenders and the Borrowers Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (ii) the Borrowers Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Credit Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If at any time any change in GAAP (each change, an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required LendersLenders except as otherwise provided in Section 11.01(d)); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (ii) the Borrowers Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If at any time any change in GAAP (each change, an “Accounting Change”) would affect the computation of any financial ratio ratio, negative covenant or requirement set forth in any Loan Document, and either the Borrowers or the Required Lenders shall so request, the Administrative Agent, the Term Lenders and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio ratio, negative covenant or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (ii) the Borrowers shall provide to the Administrative Agent and the Term Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio ratio, covenant or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If at any time any change in GAAP (each change, an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders Agent and the Borrowers Borrower shall negotiate in good faith to amend such ratio or requirement (without the payment of any amendment or similar fee) to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required Lenders); provided provided, that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein, and (ii) the Borrowers Borrower shall provide to the Administrative Agent and (for distribution to the Lenders Lenders) financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If at any time any change in GAAP (each change, an “Accounting Change”) or in the application thereof would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers Lead Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers Lead Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (ii) the Borrowers Lead Borrower shall provide to the Administrative Agent and the Lenders financial statements and any other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If at any time any change in GAAP (each change, an “Accounting Change”including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers Domestic Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers Domestic Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (ii) the Borrowers Domestic Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If at any time any change in GAAP (each change, an “Accounting Change”) or the application thereof would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers Borrower or the Required Lenders shall so request, the Administrative Agent, the Required Lenders and the Borrowers Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (iA) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (iiB) the Borrowers Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If at any time any change in GAAP (each change, an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Loan Credit Document, and either the Borrowers Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required LendersLenders and the Borrower); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (ii) the Borrowers Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested in writing hereunder by the Administrative Agent setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If at any time any change in GAAP (each change, an “Accounting Change”including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers Loan Parties shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required Lenders); provided provided, that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (ii) the Borrowers Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP. .

Changes in GAAP. If at any time any change in GAAP (each change, an “Accounting Change”including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers Loan Parties shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required Lenders); provided provided, that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (ii) the Borrowers Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If at any time any change in GAAP (each change, an “Accounting Change”including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (ii) the Borrowers shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If at any time any change in GAAP (each change, an “Accounting Change”including any change in the interpretation of GAAP) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (ii) the Borrowers shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If at any time any change in GAAP (each change, an “Accounting Change”) occurring after the Restatement Date would affect the Borrowers in their computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers any Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (ii) the Borrowers shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If at any time any change in GAAP (each change, an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers Company or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required Lenders, which approval shall not be unreasonably withheld); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (ii) the Borrowers Company shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If at any time any change in GAAP (each change, an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers Borrower or the Required Revolving Lenders shall so request, the Administrative Agent, the Required Revolving Lenders and the Borrowers Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required Revolving Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (ii) the Borrowers Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If at any time any change in GAAP (each change, an “Accounting Change”) occurring after the Closing Date would affect the Borrowers in their computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (ii) the Borrowers shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If at any time any change in GAAP (each change, an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders Agent and the Borrowers Borrower shall negotiate in good faith to amend such ratio or requirement (without the payment of any amendment or similar fee) to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (ii) the Borrowers Borrower shall provide to the Administrative Agent and (for distribution to the Lenders Lenders) financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If at any time any change in GAAP (each change, an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required CHAR1\1928876v8 Lenders); provided provided, that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (ii) the Borrowers Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If at any time any change in GAAP (each change, an “Accounting Change”) occurring after the Closing Date would affect the Borrowers’ computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (ii) the Borrowers shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If at any time any change in GAAP (each change, an “Accounting Change”) occurring after the Closing Date would affect the Borrowers in their computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers any Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (ii) the Borrowers shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If at any time any change in GAAP (each change, an “Accounting Change”including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, , (i) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (ii) the Borrowers Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If at any time any after the Closing Date there is a change in GAAP (each change, an “Accounting Change”) that would affect the computation of any financial ratio or requirement set forth in any Loan Documentthis Agreement, and either the Borrowers Issuer or the Required Lenders Holders shall so request, the Administrative Agent, the Lenders holders and the Borrowers Issuer shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required LendersHolders, the Issuer and the REIT Guarantor); provided that, until so amended, (i1) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (ii2) the Borrowers Issuer shall provide to the Administrative Agent and the Lenders holders financial statements and other documents required under this Agreement or as reasonably requested in writing hereunder by the Required Holders setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If at any time any change in GAAP (each change, an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Senior Subordinated Loan Document, and either the Borrowers Loan Party Representative or the Required Lenders shall so request, the Senior Subordinated Administrative Agent, the Senior Subordinated Lenders and the Borrowers Holdings shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (ii) the Borrowers Loan Parties shall provide to the Senior Subordinated Administrative Agent and the Senior Subordinated Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If at any time any change in GAAP (each change, an “Accounting Change”including the adoption of IFRS by DPC) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (ii) the Borrowers Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If The parties hereto acknowledge and agree that if at any time any change in GAAP (each change, an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (ii) the Borrowers Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If at any time any change in GAAP (each change, an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers Borrower or the Required Lenders shall so request, the Administrative Agent, the Required Lenders and the Borrowers Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required LendersLenders and/or the Borrower, as applicable); provided that, until so amended, (iA) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (iiB) the Borrowers Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If at any time any change in GAAP (each change, an “Accounting Change”including any change in the interpretation of GAAP or the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (ii) the Borrowers shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If at any time any change in GAAP (each change, an “Accounting Change”) or the application thereof would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers Lead Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers Lead Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP or the application thereof (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (ii) the Borrowers Lead Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If at any time any change in GAAP (each change, an “Accounting Change”including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers Borrower or the Required Lenders shall so request, the Administrative Agent, the Required Lenders and the Borrowers Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (iA) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (iiB) the Borrowers Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If If, at any time time, any change in GAAP (each change, an “Accounting Change”) after the Closing Date would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers Borrower or the Required Lenders shall so request, then the Administrative Agent, the Lenders and the Borrowers Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required Lenders); provided provided, that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (ii) the Borrowers Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP.

Changes in GAAP. If If, at any time time, any change in GAAP (each change, an “Accounting Change”) after the Closing Date would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers Borrower or the Required Lenders shall so request, then the Administrative Agent, the Lenders and the Borrowers Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval of the Required Lenders); provided provided, that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (ii) the Borrowers Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents 49 required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP.