Common use of Changes in GAAP Clause in Contracts

Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Transaction Document, and either the Company or the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding shall so request, the Company shall in good faith determine an amended such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Holders 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 prior to such change therein and (ii) the Company shall provide to the Trustee financial statements and other documents required under this 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 change in GAAP.

Changes in GAAP. If at any time any change in GAAP (including the adoption of International Financial Reporting Standards) would affect the computation of any financial ratio or requirement set forth in any Transaction Loan Document, and either the Company Borrower or the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding Required Lenders shall so request, the Company Administrative Agent, the Lenders and the Borrower shall negotiate in good faith determine an amended to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Holders of at least a majority of the aggregate principal amount of Notes then OutstandingRequired Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Company Borrower shall provide to the Trustee Administrative Agent and the Lenders financial statements and other documents required under this Indenture 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 change in GAAP.

Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement (including any negative covenant or utilization of any “basket”) set forth in any Transaction Loan Document, and either the Company or the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding Required Lenders shall so request, the Administrative Agent, the Lenders and the Company shall negotiate in good faith determine an amended to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Holders of at least a majority of the aggregate principal amount of Notes then OutstandingRequired Lenders); provided that, until so amended, (iA) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (iiB) the Company shall provide to the Trustee Administrative Agent and the Lenders financial statements information and other documents required under this Indenture 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 change in GAAP.

Changes in GAAP. If at any time any change in GAAP (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 Transaction Loan Document, and either the Company or the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding Required Lenders shall so request, the Agent, the Lenders and the Company shall negotiate in good faith determine an amended to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Holders of at least a majority of the aggregate principal amount of Notes then OutstandingRequired Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Company shall provide to the Trustee Agent and the Lenders financial statements and other documents required under this Indenture 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 change in GAAP.

Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Transaction Loan Document, and either the Company Borrower or the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding Required Lenders shall so request, the Company Administrative Agent, the Lenders and Borrower shall negotiate in good faith determine an amended to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Holders of at least a majority of the aggregate principal amount of Notes then OutstandingRequired 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 prior to such change therein and (ii) the Company Borrower shall provide to the Trustee Administrative Agent and the Lenders financial statements and other documents required under this Indenture 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 change in GAAP.

Changes in GAAP. If at any time any change in GAAP (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 Transaction Loan Document, and either the Company or the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding Required Lenders shall so request, the Administrative Agent, the Lenders and the Company shall negotiate in good faith determine an amended to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Holders of at least a majority of the aggregate principal amount of Notes then OutstandingRequired Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein therein, and (ii) the Company shall provide to the Trustee Administrative Agent and the Lenders financial statements and other documents required under this Indenture 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 change in GAAP.

Changes in GAAP. If Subject to the proviso in foregoing clause (a), if at any time any change in GAAP would affect the computation of any requirement, including any financial ratio or requirement ratio, set forth in any Transaction Loan Document, and either the Company or the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding Required Lenders shall so request, the Administrative Agent, the Lenders and the Company shall negotiate in good faith determine an amended to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Holders of at least a majority of the aggregate principal amount of Notes then OutstandingRequired Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Company shall provide to the Trustee Administrative Agent and the Lenders financial statements and other documents required under this Indenture 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 change in GAAP.

Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Transaction Loan Document, and either the Company Borrower or the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding Required Lenders shall so request, the Company Administrative Agent, the Lenders and the Borrower shall negotiate in good faith determine an amended to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Holders of at least a majority of the aggregate principal amount of Notes then OutstandingRequired Lenders 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 prior to such change therein and (ii) the Company Borrower shall provide to the Trustee Administrative Agent and the Lenders financial statements and other documents required under this Indenture 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 change in GAAP.

Changes in GAAP. If at any time any change in GAAP would affect the computation of “Cost” as set forth in the definition thereof or any financial ratio or requirement set forth in any Transaction Loan Document, and either the Company Borrower or the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding Required Lenders shall so request, the Company Agent, the Lenders and the Borrower shall negotiate in good faith determine an amended to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Holders of at least a majority of the aggregate principal amount of Notes then OutstandingRequired Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Company Borrower shall provide to the Trustee Agent and the Lenders financial statements and other documents required under this Indenture 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 change in GAAP.

Changes in GAAP. If at any time any change in GAAP (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 Transaction Loan Document, and either the Company or the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding Required Lenders shall so request, the Administrative Agent, the Lenders and the Company shall negotiate in good faith determine an amended to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Holders of at least a majority of the aggregate principal amount of Notes then OutstandingRequired Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Company shall provide to the Trustee Administrative Agent and the Lenders financial statements and other documents required under this Indenture 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 change in GAAP.

Changes in GAAP. If at any time any material change in GAAP (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 Transaction Loan Document, and either the Company or the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding Required Lenders shall so request, the Administrative Agent, the Lenders and the Company shall negotiate in good faith determine an amended to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Holders of at least a majority of the aggregate principal amount of Notes then OutstandingRequired Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Company shall provide to the Trustee Administrative Agent and the Lenders financial statements and other documents required under this Indenture 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 change in GAAP.

Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio ratio, other financial calculation or other financial requirement set forth in any Transaction Loan Document, and either the Company or the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding Required Lenders shall so request, the Administrative Agent, the Lenders and the Company shall negotiate in good faith determine an amended to amend such ratio ratio, calculation or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval agreement of the Holders of at least a majority of Company and the aggregate principal amount of Notes then OutstandingRequired Lenders); provided that, until so amended, (i) such ratio ratio, calculation or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Company shall provide to the Trustee Administrative Agent and the Lenders financial statements and other documents required under this Indenture 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 change in GAAP.

Changes in GAAP. If at any time any change in GAAP 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 Transaction Credit Document, and either the Operating Company or the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding Required Lenders shall so request, the Administrative Agent, the Lenders and the Operating Company shall negotiate in good faith determine an amended to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Holders of at least a majority of the aggregate principal amount of Notes then OutstandingRequired Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Operating Company shall provide to the Trustee Administrative Agent and the Lenders financial statements and other documents required under this Indenture 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 change in GAAP.

Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Transaction Loan Document, and either the Company or the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding Required Lenders shall so request, the Administrative Agent, the Lenders and the Company shall negotiate in good faith determine an amended to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the reasonable approval of the Holders Required Lenders if such change would have a material effect on the computation of at least a majority of the aggregate principal amount of Notes then Outstandingany financial ratio or requirement); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Company shall provide to the Trustee Administrative Agent and the Lenders financial statements and other documents required under this Indenture 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 change in GAAP.

Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Transaction Loan Document, and either the Company or the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding Required Lenders shall so request, the Administrative Agent, the Lenders and the Company shall negotiate in good faith determine an amended to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Holders of at least a majority of the aggregate principal amount of Notes then OutstandingRequired 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 prior to such change therein and (ii) the Company shall provide to the Trustee Administrative Agent and the Lenders financial statements and other documents required under this Indenture 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 change in GAAP.

Changes in GAAP. If at any time any change in GAAP or in the application thereof would affect the computation of any financial ratio or requirement set forth in any Transaction Loan Document, and either the Company Borrower or the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding Required Lenders shall so request, the Company Administrative Agent, the Lenders and the Borrower shall negotiate in good faith determine an amended to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP or in the application thereof (subject to the approval of the Holders of at least a majority of the aggregate principal amount of Notes then OutstandingRequired Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP as in effect and applied prior to such change therein and (ii) the Company Borrower shall provide to the Trustee Administrative Agent and the Lenders financial statements and other documents required under this Indenture 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 change in GAAPchange.

Changes in GAAP. If at any time any change in GAAP or the application thereof would affect the computation of any financial ratio or requirement set forth in any Transaction Loan Document, and either the Company Borrower or the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding Required Lenders shall so request, the Company Administrative Agent, the Lenders and the Borrower shall negotiate in good faith determine an amended to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP or the application thereof, as applicable (subject to the approval of the Holders of at least a majority of the aggregate principal amount of Notes then OutstandingRequired Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Company Borrower shall provide to the Trustee Administrative Agent and the Lenders financial statements and other documents required under this Indenture 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 change in GAAP.

Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Transaction Loan Document, and either the Company Borrower or the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding Required Revolving Lenders shall so request, the Company Administrative Agent, the Required Revolving Lenders and the Borrower shall negotiate in good faith determine an amended to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Holders of at least a majority of the aggregate principal amount of Notes then OutstandingRequired Revolving Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Company Borrower shall provide to the Trustee Administrative Agent and the Lenders financial statements and other documents required under this Indenture 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 change in GAAP.

Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Transaction Loan Document, and either the Company or the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding Required Lenders shall so request, the Co-Administrative Agents, the Administrator, the Lenders and the Company shall negotiate in good faith determine an amended to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Holders of at least a majority of the aggregate principal amount of Notes then OutstandingRequired 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 prior to such change therein and (ii) the Company shall provide to the Trustee Administrator and the Lenders financial statements and other documents required under this Indenture 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 change in GAAP.

Changes in GAAP. If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Transaction Loan Document, and either the Company Borrower or the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding Required Lenders shall so request, the Company Administrative Agent, the Lenders and the Loan Parties shall negotiate in good faith determine an amended to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Holders of at least a majority of Borrower and the aggregate principal amount of Notes then OutstandingRequired Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Company Borrower shall provide to the Trustee Administrative Agent and the Lenders financial statements and other documents required under this Indenture 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 change in GAAP.

Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Transaction Loan Document, and either the Company Borrower or the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding Required Lenders shall so request, the Company Administrative Agent, the Lenders and the Borrower shall negotiate in good faith determine an amended to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Holders of at least a majority of the aggregate principal amount of Notes then OutstandingRequired 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 prior to such change therein and (ii) the Company Borrower shall provide to the Trustee Administrative Agent and the Lenders financial statements and other documents required under this Indenture 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 change 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, a “Change”) would affect the computation of any financial ratio or requirement set forth in any Transaction Loan Document, and either the Company Borrower or the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding Required Lenders shall so request, the Company then Agent, Lenders and Borrower shall negotiate in good faith determine an amended to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP Change (subject to the approval of the Holders of at least a majority of the aggregate principal amount of Notes then OutstandingRequired Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP and such practices and estimates prior to such change therein Change and (ii) the Company Borrower shall provide to the Trustee Agent and Lenders financial statements and other documents required under this Indenture 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 change in GAAPChange.

Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio ratio, covenant (including, without limitation, Section 7.02(e)) or requirement set forth in any Transaction Loan Document, and either the Company Borrower or the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding Required Lenders shall so request, the Company Administrative Agent, the Lenders and the Borrower shall negotiate in good faith determine an amended to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Holders of at least a majority of the aggregate principal amount of Notes then OutstandingRequired Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Company Borrower shall provide to the Trustee Administrative Agent and the Lenders financial statements and other documents required under this Indenture 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 change 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 change in GAAP would affect the computation of any financial ratio or requirement set forth in any Transaction Loan Document, and either the Company or the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding Required Lenders shall so request, the Administrative Agent, the Lenders and the Company shall negotiate in good faith determine an amended to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the reasonable approval of the Holders Required Lenders if such change would have a material effect on the computation of at least a majority of the aggregate principal amount of Notes then Outstandingany financial ratio or requirement); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Company shall provide to the Trustee Administrative Agent and the Lenders financial statements and other documents required under this Indenture 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 change in GAAP.

Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Transaction Loan Document, and either the Company or the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding Required Lenders shall so request, the Administrative Agent, the Lenders and the Company shall negotiate in good faith determine an amended to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the reasonable approval of the Holders Required Lenders if such change would have a material effect on the computation of at least a majority of the aggregate principal amount of Notes then Outstandingany financial ratio or requirement); provided that, until so amended, (i) such ratio or requirement shall continue to be ​ ​ computed in accordance with GAAP prior to such change therein and (ii) the Company shall provide to the Trustee Administrative Agent and the Lenders financial statements and other documents required under this Indenture 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 change in GAAP.

Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Transaction Documentthis Agreement, and either the Company Obligors or the Required Holders of at least a majority of the aggregate principal amount of Notes then Outstanding shall so request, representatives of the Company holders of the Notes designated by the Required Holders at such time and the Obligors shall negotiate in good faith determine an amended to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Holders of at least a majority of the aggregate principal amount of Notes then OutstandingRequired Holders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein therein, and (ii) the Company Obligors shall provide to the Trustee holders of the Notes that are Institutional Investors financial statements and other documents required under this Indenture 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 change in GAAP.

Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Transaction DocumentLoan Document with respect to the Parent Guarantor, and either the Company Parent Guarantor or the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding Required Lenders shall so request, the Company Administrative Agent, the Lenders and the Parent Guarantor shall negotiate in good faith determine an amended to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Holders of at least a majority of Required Lenders and the aggregate principal amount of Notes then OutstandingParent Guarantor); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Company Parent Guarantor shall provide to the Trustee Administrative Agent and the Lenders financial statements and other documents required under this 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 change in GAAP.under

Changes in GAAP. If at any time any after the Closing Date there is a change in GAAP that would affect the computation of any financial ratio or requirement set forth in any Transaction Documentthis Agreement, and either the Company Issuer or the Required Holders of at least a majority of the aggregate principal amount of Notes then Outstanding shall so request, the Company holders and the Issuer shall negotiate in good faith determine an amended to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Holders of at least a majority of Required Holders, the aggregate principal amount of Notes then OutstandingIssuer and the REIT Guarantor); provided that, until so amended, (i1) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii2) the Company Issuer shall provide to the Trustee holders financial statements and other documents required under this Indenture 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 change in GAAP.

Changes in GAAP. If at any time any change in GAAP 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 Transaction Credit Document, and either the Operating Company or the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding Required Lenders shall so request, the Administrative Agent, the Lenders and the Operating Company shall negotiate in good faith determine an amended to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Holders of at least a majority of the aggregate principal amount of Notes then OutstandingRequired Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Operating Company shall provide to the Trustee Administrative Agent and the Lenders financial statements and other documents required under this Indenture 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 change in GAAP.

Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Transaction Loan Document, and either the Company Borrower or the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding Required Lenders shall so request, the Company Administrative Agent, the Revolving Lenders, the Term Lenders or all Lenders, as applicable, and the Borrower shall negotiate in good faith determine an amended to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Holders of at least a majority of the aggregate principal amount of Notes then OutstandingRequired Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Company Borrower shall provide to the Trustee Administrative Agent and the Lenders financial statements and other documents required under this Indenture 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 change 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, a "Change") would affect the computation of any financial ratio or requirement set forth in any Transaction Loan Document, and either the Company Borrower or the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding Required Lenders shall so request, the Company then Agent, Lenders and Borrower shall negotiate in good faith determine an amended to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP Change (subject to the approval of the Holders of at least a majority of the aggregate principal amount of Notes then OutstandingRequired Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP and such practices and estimates prior to such change therein Change and (ii) the Company Borrower shall provide to the Trustee Agent and Lenders financial statements and other documents required under this Indenture 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 change in GAAPChange.

Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Transaction Loan Document, and either the Company Borrowers or the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding Required Lenders shall so request, the Company Agent, the Lenders and the Borrowers shall negotiate in good faith determine an amended to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (in the case of a ratio or requirement set forth in the Loan Documents, subject to the approval of the Holders of at least a majority of the aggregate principal amount of Notes then OutstandingRequired Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Company Borrowers shall provide to the Trustee Agent such financial statements and other documents required under this 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 change in GAAP.

Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Transaction Documentthis Agreement, and either the Company or the Required Holders of at least a majority of the aggregate principal amount of Notes then Outstanding shall so request, representatives of the holders of the Notes designated by the Required Holders at such time and the Company shall negotiate in good faith determine an amended to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Holders of at least a majority of the aggregate principal amount of Notes then OutstandingRequired Holders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein therein, and (ii) the Company shall provide to the Trustee holders of the Notes that are Institutional Investors financial statements and other documents required under this Indenture 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 change in GAAP.

Changes in GAAP. If at any time any change in GAAP (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 Transaction Loan Document, and either the Company or the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding Required Lenders shall so request, the Agent, the Lenders and the Company shall negotiate in good faith determine an amended to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Holders of at least a majority of the aggregate principal amount of Notes then OutstandingRequired Lenders); provided that, until so amended, (iii) such ratio or requirement shall continue to be computed in 3151155352.2 DMSLIBRARY01\31771180.v14 accordance with GAAP prior to such change therein and (iiiiii) the Company shall provide to the Trustee Agent and the Lenders financial statements and other documents required under this Indenture 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 change 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 would affect the computation of any financial ratio or requirement set forth in any Transaction Loan Document, and either if the Company or the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding Borrowers shall so request, the Company Lender and the Borrowers shall negotiate in good faith determine an amended to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding)GAAP; provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Company Borrowers shall provide to the Trustee Lender financial statements and other documents required under this Indenture 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 change in GAAP.

Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Transaction DocumentLoan Document with respect to the Parent Guarantor, and either the Company Parent Guarantor or the Holders of at least a majority of the aggregate principal amount of Notes then Outstanding Required Lenders shall so request, the Company Administrative Agent, the Lenders and the Parent Guarantor shall negotiate in good faith determine an amended to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Holders of at least a majority of Required Lenders and the aggregate principal amount of Notes then OutstandingParent Guarantor); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Company Parent Guarantor shall provide to the Trustee Administrative Agent and the Lenders financial statements and other documents required under this Indenture 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 change in GAAP.