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 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”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”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”) would affect the computation of any financial ratio or requirement set forth in any Loan Transaction Document, and either the Borrowers Company or the Required Lenders Holders of at least a majority of the aggregate principal amount of Notes then Outstanding shall so request, the Administrative Agent, the Lenders and the Borrowers Company shall negotiate in good faith to amend determine an amended 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 of at least a majority of the aggregate principal amount of Notes then Outstanding); 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 Trustee financial statements and other documents required under this Agreement Indenture 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 Subject to the proviso in foregoing clause (a), if at any time any change in GAAP (each change, an “Accounting Change”) would affect the computation of any requirement, including any financial ratio or requirement ratio, 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”) 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, which approval shall not be unreasonably withheld or delayed); 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 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”) 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”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”) 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 any required adoption of International Financial Reporting Standards) would affect the computation of any financial ratio or requirement set forth in any Loan Documentherein, 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 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 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”) 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 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 required adoption of International Financial Reporting Standards) would affect the computation of any financial ratio or requirement set forth in any Loan Documentherein, 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 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 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, not to be unreasonably withheld, conditioned or delayed); 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 Company or the Required Lenders shall so request, the Co-Administrative AgentAgents, the Administrator, 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 Administrator 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”) 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 reasonable approval of the Required LendersLenders if such change would have a material effect on the computation of any financial ratio or requirement); 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 immediately 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”) 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 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 or the application thereof, as applicable (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 ratio, other financial calculation or other financial 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 ratio, calculation or requirement to preserve the original intent thereof in light of such Accounting Change change in GAAP (subject to the approval agreement of the Company and the Required Lenders); provided that, until so amended, (i) such ratio ratio, calculation 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 ratio, calculation 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 “Cost” as set forth in the definition thereof or 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 or any other standard, term or availability under any basket set forth in any Loan Document, and either the Borrowers Alterra Capital or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers Alterra Capital 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 thatprovided, that until so amended, (i) such ratio ratio, requirement standard term or requirement basket shall continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein and (ii) the Borrowers Alterra Capital 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”other than as set forth below in Section 1.03(d)) 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 material 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 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 Borrower and 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”) as in effect at the time of the 2006 Audited Financial Statements would affect the computation of any financial ratio or requirement set forth in any Loan Credit Document, and either the Borrowers Operating Company or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers Operating 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 Operating 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”) 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 Verisk or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers Verisk 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 in 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 as in effect and applied prior to such Accounting Change change and (ii) the Borrowers Verisk 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.

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 (in the case of a ratio or requirement set forth in the Loan Documents, 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 such 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 Lenders, which approval shall not be unreasonably withheld or delayed); 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 or in practices or estimates which are in accordance with GAAP (each changeeach, an “Accounting a "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 then 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 (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 and such practices and estimates prior to such Accounting Change 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 Change.

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 No change in GAAP (each change, an “Accounting Change”) would after the Closing Date will affect the computation of any financial ratio or requirement set forth in any Loan Document; provided that in the event of any such change that would affect such computations, and either the Borrowers Borrower or the Required Lenders shall so request, may request that the Administrative Agent, the Lenders Agent and the Borrowers shall Borrower 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 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 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 U.S. Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers U.S. 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 U.S. 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.

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 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 or in 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 as in effect and applied prior to such Accounting Change change 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.

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 DocumentDocument with respect to the Parent Guarantor, and either the Borrowers Parent Guarantor or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers Parent Guarantor 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 Parent Guarantor); 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 Parent Guarantor 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 Parties or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers shall Borrower Parties agree to 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 will continue to be computed in accordance with GAAP without giving effect prior to such Accounting Change change therein; and (ii) the Borrowers shall Borrower Parties agree to 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”) as in effect at the time of the Audited Financial Statements would affect the computation of any financial ratio or requirement set forth in any Loan Credit Document, and either the Borrowers Operating Company or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers Operating 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 Operating 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. The Borrowers will provide a written summary of material changes in GAAP and in the consistent application thereof with each Compliance Certificate delivered in accordance with Section 4.01(b). 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 if the Borrowers or the Required Lenders shall so request, the Administrative Agent, the Lenders Lender 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)change in GAAP; 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 Lender 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 If, at any time time, any change in GAAP or in practices or estimates which are in accordance with GAAP (each changeeach, an a “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 then 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 (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 and such practices and estimates prior to such Accounting Change 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 Change.

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 reasonable approval of the Required LendersLenders if such change would have a material effect on the computation of any financial ratio or requirement); 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 immediately 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 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 DocumentDocument with respect to the Parent Guarantor, and either the Borrowers Parent Guarantor or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers Parent Guarantor 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 Parent Guarantor); 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 Parent Guarantor 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.under

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 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 reasonable approval of the Required LendersLenders if such change would have a material effect on the computation of any financial ratio or requirement); 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 immediately 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”) would affect the computation of any financial ratio or requirement or negative covenant 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 or negative covenant 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”) 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. (i) If at any time there shall occur any change in GAAP (each change, an “Accounting Change”) and such applicable change would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers Borrower Representative or the Required Lenders Administrative Agent shall so request, the Administrative Agent, the Lenders and the Borrowers Borrower Representative 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 the relevant accounting method (subject to the approval of the Required LendersAdministrative Agent); provided that, until so amended, (ix) such ratio or requirement shall continue to be computed in accordance with GAAP without giving the relevant accounting method in effect prior 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.change and

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 covenant 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 other 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 or other 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 or other 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 Revolving Lenders, the Term Lenders or all Lenders, as applicable, 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 ratio, covenant (including, without limitation, Section 7.02(e)) 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. No consent or amendment fee shall be required to be paid to any Lender in connection with an amendment contemplated by this Section 1.03(b).

Changes in GAAP. If at any time any material change in GAAP (each change, an “Accounting Change”) or 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 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”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 at any time any change in GAAP (each change, an “Accounting Change”including any required 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 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.