Common use of Change in Accounting Practices Clause in Contracts

Change in Accounting Practices. 106 (a) The Company shall notify the Administrative Agent if it elects to make one or more changes in any material accounting policies, practices or procedures whether resulting from the Company’s decision at any time to adopt GAAP or otherwise and, in such event the Company shall provide, at the time of such notice, in respect of any change in the basis upon which the financial information required to be delivered under Section 4.03(a)(1), (2) or (3) of Annex II is prepared, either (i) a statement (providing reasonable detail) confirming the changes would have no material effect on the operation of the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio or (ii) a description of the changes and the adjustments that would be required to be made to that financial information in order to cause them to reflect the accounting policies, practices or procedures prior to such change and sufficient information, in such detail and format as may be reasonably required by the Administrative Agent, to enable the Lenders to make a comparison between the financial positions indicated by that financial information and by the financial information required to be delivered under Section 4.03(a)(1), (2) and (3) of Annex II. Following the delivery of any such notice, the Required Lenders shall have the right to request, and following any such request the Company shall use commercially reasonable efforts to provide, the statement contemplated by clause (i) of the immediately preceding sentence or the description contemplated by clause (ii) of the immediately preceding sentence, as applicable, relating to the financial information required to be delivered under Section 4.03(a)(1), (2) or (3) of Annex II, as applicable, for the most recently completed quarter. (b) In the event of any changes to the Company’s accounting policies, practices or procedures other than resulting from the Company’s decision at any time to adopt GAAP, if the Company notifies the Administrative Agent that it is no longer practicable to test compliance with the Consolidated Net Leverage Ratio and Consolidated Senior Secured Net Leverage Ratio against the financial information required to be delivered pursuant to Section 4.03(a)(1), (2) or (3) of Annex II: (i) the Administrative Agent and the Company shall enter into negotiations with a view to agreeing upon an alternative definitions of Consolidated Net Leverage Ratio and Consolidated Senior Secured Net Leverage Ratio in order to maintain a consistent basis for such financial covenants (and for approval by the Required Lenders); and (ii) (if the Administrative Agent and the Company agree upon an alternative definitions of Consolidated Net Leverage Ratio and Consolidated Senior Secured Net Leverage Ratio that is acceptable to the Required Lenders, such alternative financial covenants shall be binding on all parties hereto; and (iii) if, after three months following the date of the notice given to the Administrative Agent pursuant to this Section 6.20(b), the Administrative Agent and the Company cannot agree upon alternative financial covenants that are acceptable to the Required Lenders, the Administrative Agent shall refer the matter to any of the auditors as may be agreed between the Company and the Administrative Agent for determination of the adjustments required to be made to such financial information or the calculation of such ratios to take account of such change, such determination to be binding on the parties hereto, provided that pending such determination (but not thereafter) the Company shall continue to prepare financial information and calculate such covenants in accordance with Section 6.19(a) above. (c) In the event of any changes to such accounting policies, practices or procedures resulting from the Company’s decision at any time to adopt GAAP, if the Company notifies the Administrative Agent that it is no longer practicable to test compliance with the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio against the financial information required to be delivered pursuant to Section 4.03(a)(1), (2) or (3) of Annex II: (i) the Company shall provide the Administrative Agent with (A) revised financial covenant ratio levels to replace those contained in the Financial Covenant and for purposes of determining compliance with any provision of this Agreement (including Annex II) by reference to the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio (the “Revised Ratios”) and (B) relevant financial covenant definitions to replace those contained in Annex I (the “Revised Definitions”), in each case resulting from the adoption of GAAP by the Company and that are substantially equivalent to the financial covenant ratio levels and definitions in existence at such time on the basis of IFRS, as confirmed by a report of a reputable accounting firm; and (ii) the Revised Ratios and Revised Definitions shall become effective, and this Agreement shall be amended accordingly to reflect such amendments without any further consents from any Lender, if the Administrative Agent (acting on the instructions of the Required Lenders) has not objected (acting reasonably) to the implementation of the Revised Ratios and Revised Definitions within 60 days following the date of the notice given to the Administrative Agent pursuant to this Section 6.20(c), provided that, if at any time after the Company has adopted GAAP, it then elects to adopt IFRS, then this Agreement shall, immediately upon such election, be amended to reflect such amendments without any further consents by any Finance Party to implement a deletion of the Revised Ratio and Revised Definitions and to reinstate the financial covenant ratio levels contained in the Financial Covenant and for purposes of determining compliance with any provision of this Agreement (including Annex II) by reference to the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio and the relevant financial covenant definitions contained in Annex I, in each case, as at the First Amendment Effective Date (updated to reflect any other amendments made since the First Amendment Effective Date) subject to any amendments in accordance with paragraphs (a) and (b) above.

Change in Accounting Practices. 106 (a) The Company shall notify the Administrative Agent if it elects to make one or more changes in any material accounting policies, practices or procedures whether resulting from the Company’s decision at any time to adopt GAAP or otherwise and, in such event the Company shall provide, at the time of such notice, in respect of any change in the basis upon which the financial information required to be delivered under Section 4.03(a)(1), (2) or (3) of Annex II is prepared, either (i) a statement (providing reasonable detail) confirming the changes would have no material effect on the operation of the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio or (ii) a description of the changes and the adjustments that would be required to be made to that financial information in order to cause them to reflect the accounting policies, practices or procedures prior to such change and sufficient information, in such detail and format as may be reasonably required by the Administrative Agent, to enable the Lenders to make a comparison between the financial positions indicated by that financial information and by the financial information required to be delivered under Section 4.03(a)(1), (2) and (3) of Annex II. Following the delivery of any such notice, the Required Lenders shall have the right to request, and following any such request the Company shall use commercially reasonable efforts to provide, the statement contemplated by clause (i) of the immediately preceding sentence or the description contemplated by clause (ii) of the immediately preceding sentence, as applicable, relating to the financial information required to be delivered under Section 4.03(a)(1), (2) or (3) of Annex II, as applicable, for the most recently completed quarter. (b) In the event of any changes to any member of the CompanyRestricted Group’s accounting policies, practices or procedures other than resulting from the Company’s decision at any time to adopt GAAPIFRS, if the Company notifies the Administrative Agent that it is no longer practicable to test compliance with the Consolidated Net Leverage Ratio and Consolidated Senior Secured Net Leverage Ratio against the financial information required to be delivered pursuant to Section 4.03(a)(1), (2) or (3) of Annex II: (i) the Administrative Agent and the Company shall enter into negotiations with a view to agreeing upon an alternative definitions of “Consolidated Net Leverage Ratio Ratio” and “Consolidated Senior Secured Net Leverage Ratio Ratio” in order to maintain a consistent basis for such financial covenants (and for approval by the Required Lenders); and; (ii) (if the Administrative Agent and the Company agree upon an alternative definitions of “Consolidated Net Leverage Ratio Ratio” and “Consolidated Senior Secured Net Leverage Ratio Ratio” that is acceptable to the Required Lenders, such alternative financial covenants shall be binding on all parties hereto; and (iii) if, after three months following the date of the notice given to the Administrative Agent pursuant to this Section 6.20(b), the Administrative Agent and the Company cannot agree upon alternative financial covenants that are acceptable to the Required Lenders, the Administrative Agent shall refer the matter to any of the auditors an Auditor as may be agreed between the Company and the Administrative Agent for determination of the adjustments required to be made to such financial information or the calculation of such ratios to take account of such change, such determination to be binding on the parties hereto, ; provided that pending such determination (but not thereafter) the Company shall continue to prepare financial information and calculate such covenants in accordance with Section 6.19(a) above. (c) In the event of any changes to such accounting policies, practices or procedures resulting from the Company’s decision at any time to adopt GAAPIFRS, if the Company notifies the Administrative Agent that it is no longer practicable to test compliance with the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio against the financial information required to be delivered pursuant to Section 4.03(a)(1), (2) or (3) of Annex II: (i) the Company shall provide the Administrative Agent with (A) revised financial covenant ratio levels to replace those contained in the Financial Covenant and for purposes of determining compliance with any provision of this Agreement (including Annex II) by reference to the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio (the “Revised Ratios”) and (B) relevant financial covenant definitions to replace those contained in Annex I (the “Revised Definitions”), in each case resulting from the adoption of GAAP IFRS by the Company and that are substantially equivalent to the financial covenant ratio levels and definitions in existence at such time on the basis of IFRSGAAP, as confirmed by a report of a reputable accounting firm; and (ii) the Revised Ratios and Revised Definitions shall become effective, and this Agreement shall be amended accordingly to reflect such amendments without any further consents from any Lender, if the Administrative Agent (acting on the instructions of the Required Lenders) has not objected (acting reasonably) to the implementation of the Revised Ratios and Revised Definitions within 60 days following the date of on which the notice given Revised Ratios and Revised Definitions are provided to the Administrative Agent pursuant to this Section 6.20(c), ; provided that, if at any time after the Company has adopted GAAPIFRS, it then elects to adopt IFRSGAAP, then this Agreement shall, immediately upon such election, be amended to reflect such amendments without any further consents by any Finance Party to implement a deletion of the Revised Ratio and Revised Definitions and to reinstate the financial covenant ratio levels contained in the Financial Covenant and for purposes of determining compliance with any provision of this Agreement (including Annex II) by reference to the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio and the relevant financial covenant definitions contained in Annex I, in each case, as at the First Amendment Effective Date (updated to reflect any other amendments made since the First Amendment Effective Date) subject to any amendments in accordance with paragraphs (aSection 6.20(a) and (b) aboveSection 6.20(b).

Change in Accounting Practices. 106 (a) The Company shall notify the Administrative Agent if it elects to make one or more changes in any material accounting policies, practices or procedures whether resulting from the Company’s decision at any time to adopt GAAP or otherwise and, in such event the Company shall provide, at the time of such notice, in respect of any change in the basis upon which the financial information required to be delivered under Section 4.03(a)(1), (2) or (3) of Annex II is prepared, either (i) a statement (providing reasonable detail) confirming the changes would have no material effect on the operation of the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio or (ii) a description of the changes and the adjustments that would be required to be made to that financial information in order to cause them to reflect the accounting policies, practices or procedures prior to such change and sufficient information, in such detail and format as may be reasonably required by the Administrative Agent, to enable the Lenders to make a comparison between the financial positions indicated by that financial information and by the financial information required to be delivered under Section 4.03(a)(1), (24.03(a)(1),(2) and (3) of Annex II. Following the delivery of any such notice, the Required Lenders shall have the right to request, and following any such request the Company shall use commercially reasonable efforts to provide, the statement contemplated by clause (i) of the immediately preceding sentence or the description contemplated by clause (ii) of the immediately preceding sentence, as applicable, relating to the financial information required to be delivered under Section 4.03(a)(1), (2) or (3) of Annex II, as applicable, for the most recently completed quarter. (b) In the event of any changes to the Company’s accounting policies, practices or procedures other than resulting from the Company’s decision at any time to adopt GAAP, if the Company notifies the Administrative Agent that it is no longer practicable to test compliance with the Consolidated Net Leverage Ratio and Consolidated Senior Secured Net Leverage Ratio against the financial information required to be delivered pursuant to Section 4.03(a)(1), (2) or (32) of Annex II: (i) the Administrative Agent and the Company shall enter into negotiations with a view to agreeing upon an alternative definitions of Consolidated Net Leverage Ratio and or Consolidated Senior Secured Net Leverage Ratio in order to maintain a consistent basis for such financial covenants (and for approval by the Required Lenders); and (ii) (if the Administrative Agent and the Company agree upon an alternative definitions of Consolidated Net Leverage Ratio and Consolidated Senior Secured Net Leverage Ratio that is are acceptable to the Required Lenders, such alternative financial covenants shall be binding on all parties hereto; and (iii) if, after three months following the date of the notice given to the Administrative Agent pursuant to this Section 6.20(b6.19(b), the Administrative Agent and the Company cannot agree upon alternative financial covenants that are acceptable to the Required Lenders, the Administrative Agent shall refer the matter to any of the auditors as may be agreed between the Company and the Administrative Agent for determination of the adjustments required to be made to such financial information or the calculation of such ratios to take account of such change, such determination to be binding on the parties hereto, provided that pending such determination (but not thereafter) the Company shall continue to prepare financial information and calculate such covenants in accordance with Section 6.19(a) above. (c) In the event of any changes to such accounting policies, practices or procedures resulting from the Company’s decision at any time to adopt GAAP, if the Company notifies the Administrative Agent that it is no longer practicable to test compliance with the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio against the financial information required to be delivered pursuant to Section 4.03(a)(1), (2) or (32) of Annex II: (i) the Company shall provide the Administrative Agent with (A) revised financial covenant ratio levels to replace those contained in the Financial Covenant and for purposes of determining compliance with any provision of this Agreement (including Annex II) by reference to the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio (the “Revised Ratios”) and (B) relevant financial covenant definitions to replace those contained in Annex I (the “Revised Definitions”), in each case resulting from the adoption of GAAP by the Company and that are substantially equivalent to the financial covenant ratio levels and definitions in existence at such time on the basis of IFRS, as confirmed by a report of a reputable accounting firm; and (ii) the Revised Ratios and Revised Definitions shall become effective, and this Agreement shall be amended accordingly to reflect such amendments without any further consents from any Lender, if the Administrative Agent (acting on the instructions of the Required Lenders) has not objected (acting reasonably) to the implementation of the Revised Ratios and Revised Definitions within 60 days following the date of the notice given to the Administrative Agent pursuant to this Section 6.20(c)after receipt thereof, provided that, if at any time after the Company has adopted GAAP, it then elects to adopt IFRS, then this Agreement shall, immediately upon such election, be amended to reflect such amendments without any further consents by any Finance Party to implement a deletion of the Revised Ratio Ratios and Revised Definitions and to reinstate the financial covenant ratio levels contained in the Financial Covenant and for purposes of determining compliance with any provision of this Agreement (including Annex II) by reference to the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio and the relevant financial covenant definitions contained in Annex I, in each case, as at the First Amendment Effective Signing Date (updated to reflect any other amendments made since the First Amendment Effective Signing Date) subject to any amendments in accordance with paragraphs (a) and (b) above.

Change in Accounting Practices. 106 (a) The Company At any time after the date of this Agreement, Bidco may elect to apply for all purposes of this Agreement, in lieu of IFRS, GAAP. Thereafter, Bidco may re-elect to apply for all purposes of this Agreement, in lieu of GAAP, IFRS. (b) Subject to the provisions of this Clause 21.4, after any such election in accordance with paragraph (a) above all: (i) accounting expressions not otherwise defined in this Agreement shall be construed in accordance with; and (ii) ratios, computations, and other determinations based on IFRS contained in this Agreement shall be computed in conformity with, (iii) at Bidco’s election, IFRS or GAAP. (c) Bidco shall ensure that, on and from the Closing Date, each set of financial information delivered to the Facility Agent pursuant to paragraph (a) of Clause 21.2 (Financial Information) is prepared using accounting policies, practices and procedures consistent with that applied in the preparation of the Original Financial Statements, unless in relation to any such set of financial information, Bidco elects to notify the Administrative Facility Agent if it elects to make that there have been one or more changes in any material such accounting policies, practices or procedures whether (including, without limitation, any change in the basis upon which costs are capitalised or any changes resulting from the CompanyBidco’s decision at any time to adopt GAAP or otherwise GAAP) and, in such event the Company shall provide, at the time of such notice, : (i) in respect of any change in the basis upon which the financial information required to be delivered under Section 4.03(a)(1), pursuant to Clause 21.2 (2Financial Information) or (3) of Annex II is prepared, Bidco provides either (i) a statement (providing reasonable detail) confirming the changes would have no material effect on the operation of the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio or ratios set out in Clause 20.2 (iiFinancial Ratios) or: (A) a description of the changes and the adjustments that which would be required to be made to that financial information in order to cause them to reflect the accounting policies, practices or procedures prior to such change and upon which the Original Financial Statements were prepared; and (B) sufficient information, in such detail and format as may be reasonably required by the Administrative Facility Agent, to enable the Lenders to make a an accurate comparison between the financial positions indicated by that financial information and by the Original Financial Statements, and any reference in this Agreement to that financial information required shall be construed as a reference to be delivered under Section 4.03(a)(1), (2) and (3) of Annex II. Following that financial information as adjusted to reflect the delivery of any such notice, basis upon which the Required Lenders shall have the right to request, and following any such request the Company shall use commercially reasonable efforts to provide, the statement contemplated by clause (i) of the immediately preceding sentence or the description contemplated by clause Original Financial Statements were prepared; (ii) of the immediately preceding sentence, as applicable, relating to the financial information required to be delivered under Section 4.03(a)(1), (2) or (3) of Annex II, as applicable, for the most recently completed quarter. (b) In in the event of any changes to the Company’s such accounting policies, practices or procedures other than resulting from the CompanyReporting Entity’s decision at any time to adopt GAAP, if the Company Bidco notifies the Administrative Facility Agent that it is no longer practicable to test compliance with the Consolidated Net Leverage Ratio and Consolidated Senior Secured Net Leverage Ratio financial covenants set out in Clause 20 (Financial Covenants) against the financial information required to be delivered pursuant to Section 4.03(a)(1), this Clause 21 (2Undertakings) or that it wishes to cease preparing the additional information required by paragraph (3b) of Annex IIabove, in which case: (iA) the Administrative Facility Agent and the Company Bidco shall enter into negotiations with a view to agreeing upon an alternative definitions of Consolidated Net Leverage Ratio and Consolidated Senior Secured Net Leverage Ratio financial covenants to replace those contained in Clause 20 (Financial Covenants) in order to maintain a consistent basis for such financial covenants (and for approval by the Required LendersInstructing Group); and (iiB) (if the Administrative Facility Agent and the Company Bidco agree upon an alternative definitions of Consolidated Net Leverage Ratio and Consolidated Senior Secured Net Leverage Ratio that is financial covenants to replace those contained in Clause 20 (Financial Covenants) which are acceptable to the Required LendersInstructing Group, such alternative financial covenants shall be binding on all parties hereto; and (iiiC) if, after three months following the date of the notice given to the Administrative Facility Agent pursuant to this Section 6.20(bparagraph (b), the Administrative Facility Agent and the Company Bidco cannot agree upon alternative financial covenants that which are acceptable to the Required LendersInstructing Group, the Administrative Facility Agent shall refer the matter to any of the auditors as may be agreed between the Company Facility Agent and the Administrative Agent Bidco for determination of the adjustments required to be made to such financial information or the calculation of such ratios to take account of such change, such determination to be binding on the parties hereto, provided that pending such determination (but not thereafter) the Company Bidco shall continue to prepare deliver financial information and calculate such covenants in accordance with Section 6.19(aparagraph (b) above.; or (ciii) In in the event of any changes to such accounting policies, practices or procedures resulting from the CompanyReporting Entity’s decision at any time to adopt GAAP, if the Company Bidco notifies the Administrative Facility Agent that it is no longer practicable to test compliance with the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio financial covenants set out in Clause 20 (Financial Covenants) against the financial information required to be delivered pursuant to Section 4.03(a)(1), this Clause 21 (2Undertakings) or that it wishes to cease preparing the additional information required by paragraph (3b) of Annex IIabove, in which case: (A) Bidco shall, on and from the Closing Date, provide the Facility Agent with a revised set of (i) the Company shall provide the Administrative Agent with (A) revised financial covenant ratio levels to replace those contained in the Clause 20.2 (Financial Covenant and for purposes of determining compliance with any provision of this Agreement (including Annex IIRatios) by reference to the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio (the “Revised Ratios”) and (Bii) relevant financial covenant definitions to replace those contained in Annex I Clause 20.1 (Financial Definitions) (the “Revised Definitions”), in each case resulting from the adoption of GAAP by the Company Reporting Entity and that are substantially equivalent to the financial covenant ratio levels and definitions in existence at such time on the basis of IFRS, as confirmed by a report of a reputable accounting firm; and (iiB) the Revised Ratios and Revised Definitions shall become effective, and this Agreement shall be amended accordingly to reflect such amendments without any further consents from any Lender, if the Administrative Facility Agent (acting on the instructions of the Required LendersInstructing Group) has not objected (acting reasonably) to the implementation of the Revised Ratios and Revised Definitions within 60 days following the date of the notice given to the Administrative Agent pursuant to this Section 6.20(c)after receipt thereof, provided that, if at any time after the Company Reporting Entity has adopted GAAP, it then elects to adopt IFRS, then this Agreement shall, immediately upon such election, be amended to reflect such amendments without any further consents by any Finance Party to implement a deletion of the Revised Ratio Ratios and Revised Definitions and to reinstate the financial covenant ratio levels contained in the Clause 20.2 (Financial Covenant and for purposes of determining compliance with any provision of this Agreement (including Annex IIRatios) by reference to the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio and the relevant financial covenant definitions contained in Annex IClause 20.1 (Financial Definitions), in each case, as at the First Amendment Effective Signing Date (updated to reflect any other amendments made since the First Amendment Effective Signing Date) subject to any amendments in accordance with paragraphs (ai) and (bii) aboveabove and provided that the reconciliation required under paragraph (i) above is also provided by Bidco.

Change in Accounting Practices. 106 (a) The Company Initial Borrower shall notify the Administrative Agent if it elects to make one or more changes in any material accounting policies, practices or procedures whether resulting from the CompanyInitial Borrower’s decision at any time to adopt GAAP IFRS or otherwise and, in such event the Company Initial Borrower shall provide, at the time of such notice, in respect of any change in the basis upon which the financial information required to be delivered under Section 4.03(a)(1), (2) or (32) of Annex II is prepared, either (i) a statement (providing reasonable detail) confirming the changes would have no material effect on the operation of the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio or (ii) a description of the changes and the adjustments that would be required to be made to that financial information in order to cause them to reflect the accounting policies, practices or procedures prior to such change and sufficient information, in such detail and format as may be reasonably required by the Administrative Agent, to enable the Lenders to make a comparison between the financial positions indicated by that financial information and by the financial information required to be delivered under Section 4.03(a)(1), (2) and (32) of Annex II. Following the delivery of any such notice, the Required Lenders shall have the right to request, and following any such request the Company Initial Borrower shall use commercially reasonable efforts to provide, the statement contemplated by clause (i) of the immediately preceding sentence or the description contemplated by clause (ii) of the immediately preceding sentence, as applicable, relating to the financial information required to be delivered under Section 4.03(a)(1), (2) or (32) of Annex II, as applicable, for the most recently completed quarter.. 108 95007600_2 (b) In the event of any changes to any member of the CompanyRestricted Group’s accounting policies, practices or procedures other than resulting from the CompanyInitial Borrower’s decision at any time to adopt GAAPIFRS, if the Company Initial Borrower notifies the Administrative Agent that it is no longer practicable to test compliance with the Consolidated Net Leverage Ratio and Consolidated Senior Secured Net Leverage Ratio against the financial information required to be delivered pursuant to Section 4.03(a)(1), (2) or (32) of Annex II: (i) the Administrative Agent and the Company Initial Borrower shall enter into negotiations with a view to agreeing upon an alternative definitions of “Consolidated Net Leverage Ratio Ratio” and “Consolidated Senior Secured Net Leverage Ratio Ratio” in order to maintain a consistent basis for such financial covenants (and for approval by the Required Lenders); and; (ii) (if the Administrative Agent and the Company Initial Borrower agree upon an alternative definitions of “Consolidated Net Leverage Ratio Ratio” and “Consolidated Senior Secured Net Leverage Ratio Ratio” that is acceptable to the Required Lenders, such alternative financial covenants shall be binding on all parties hereto; and (iii) if, after three months following the date of the notice given to the Administrative Agent pursuant to this Section 6.20(b6.19(b), the Administrative Agent and the Company Initial Borrower cannot agree upon alternative financial covenants that are acceptable to the Required Lenders, the Administrative Agent shall refer the matter to any of the auditors Auditors as may be agreed between the Company Initial Borrower and the Administrative Agent for determination of the adjustments required to be made to such financial information or the calculation of such ratios to take account of such change, such determination to be binding on the parties hereto, ; provided that pending such determination (but not thereafter) the Company Initial Borrower shall continue to prepare financial information and calculate such covenants in accordance with Section 6.19(a) above. (c) In the event of any changes to such accounting policies, practices or procedures resulting from the CompanyInitial Borrower’s decision at any time to adopt GAAPIFRS, if the Company Initial Borrower notifies the Administrative Agent that it is no longer practicable to test compliance with the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio against the financial information required to be delivered pursuant to Section 4.03(a)(1), (2) or (32) of Annex II: (i) the Company Initial Borrower shall provide the Administrative Agent with (A) revised financial covenant ratio levels to replace those contained in the Financial Covenant and for purposes of determining compliance with any provision of this Agreement (including Annex II) by reference to the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio (the “Revised Ratios”) and (B) relevant financial covenant definitions to replace those contained in Annex I (the “Revised Definitions”), in each case resulting from the adoption of GAAP IFRS by the Company Initial Borrower and that are substantially equivalent to the financial covenant ratio levels and definitions in existence at such time on the basis of IFRSGAAP, as confirmed by a report of a reputable accounting firm; and (ii) the Revised Ratios and Revised Definitions shall become effective, and this Agreement shall be amended accordingly to reflect such amendments without any further consents from any Lender, if the Administrative Agent (acting on the instructions of the Required Lenders) has not objected (acting reasonably) to the implementation of the Revised Ratios and Revised Definitions within 60 days following the date of on which the notice given Revised Ratios and Revised Definitions are provided to the Administrative Agent pursuant to this Section 6.20(c6.19 (c), ; provided that, if at any time after the Company Initial Borrower has adopted GAAPIFRS, it then elects to adopt IFRSGAAP, then this Agreement shall, immediately upon such election, be amended to reflect such amendments without any further consents by any Finance Party to implement a deletion of the Revised Ratio and Revised Definitions and to reinstate the financial covenant ratio levels contained in the Financial Covenant and for purposes of determining compliance with any provision of this Agreement (including Annex II) by reference to the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio and the relevant financial covenant definitions contained in Annex I, in each case, as at the First 2021 Amendment Effective Date (updated to reflect any other amendments made since the First 2021 Amendment Effective Date) subject to any amendments in accordance with paragraphs (aSections 6.19(a) and (b) above).

Change in Accounting Practices. 106 (a) The Company shall notify the Administrative Agent if it elects to make one or more changes in any material accounting policies, practices or procedures whether resulting from the Company’s decision at any time to adopt GAAP IFRS or otherwise and, in such event the Company shall provide, at the time of such notice, in respect of any change in the basis upon which the financial information required to be delivered under Section 4.03(a)(1), (2) or (32) of Annex II or Annex IV, as applicable, is prepared, either (i) a statement (providing reasonable detail) confirming the changes would have no material effect on the operation of the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio or (ii) a description of the changes and the adjustments that would be required to be made to that financial information in order to cause them to reflect the accounting policies, practices or procedures prior to such change and sufficient information, in such detail and format as may be reasonably required by the Administrative Agent, to enable the Lenders to make a comparison between the financial positions indicated by that financial information and by the financial information required to be delivered under Section 4.03(a)(1), ) and (2) and (3) of Annex IIXxxxx XX or Xxxxx XX, as applicable. Following the delivery of any such notice, the Required Lenders shall have the right to request, and following any such request the Company shall use commercially reasonable efforts to provide, the statement contemplated by clause (i) of the immediately preceding sentence or the description contemplated by clause (ii) of the immediately preceding sentence, as applicable, relating to the financial information required to be delivered under Section 4.03(a)(1), ) or (2) or (3) of Annex IIII or Annex IV, as applicable, for the most recently completed quarter. (b) In the event of any changes to any member of the CompanyRestricted Group’s accounting policies, practices or procedures other than resulting from the Company’s decision at any time to adopt GAAPIFRS, if the Company notifies the Administrative Agent that it is no longer practicable to test compliance with the Consolidated Net Leverage Ratio and Consolidated Senior Secured Net Leverage Ratio against the financial information required to be delivered pursuant to Section 4.03(a)(1), ) or (2) of Xxxxx XX or (3) of Annex IIIV, as applicable: (i) the Administrative Agent and the Company shall enter into negotiations with a view to agreeing upon an alternative definitions of “Consolidated Net Leverage Ratio Ratio” and “Consolidated Senior Secured Net Leverage Ratio Ratio” in order to maintain a consistent basis for calculating such financial covenants ratios (and for approval by the Required Lenders); and; (ii) (if the Administrative Agent and the Company agree upon an alternative definitions of “Consolidated Net Leverage Ratio Ratio” and “Consolidated Senior Secured Net Leverage Ratio Ratio” that is are acceptable to the Required Lenders, such alternative financial covenants definitions shall be binding on all parties hereto; and (iii) if, after three months following the date of the notice given to the Administrative Agent pursuant to this Section 6.20(b6.19(b), the Administrative Agent and the Company cannot agree upon alternative financial covenants calculations of such ratios that are acceptable to the Required Lenders, the Administrative Agent shall refer the matter to any of the auditors Auditors as may be agreed between the Company and the Administrative Agent for determination of the adjustments required to be made to such financial information or the calculation of such ratios to take account of such change, such determination to be binding on the parties hereto, ; provided that pending such determination (but not thereafter) the Company shall continue to prepare financial information and calculate such covenants ratios in accordance with Section 6.19(a) above. (c) In the event of any changes to such accounting policies, practices or procedures resulting from the Company’s decision at any time to adopt GAAPIFRS, if the Company notifies the Administrative Agent that it is no longer practicable to test compliance with the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio against the financial information required to be delivered pursuant to Section 4.03(a)(1), ) or (2) of Xxxxx XX or (3) of Annex IIIV, as applicable: (i) the Company shall provide the Administrative Agent with (A) revised financial covenant ratio levels to replace those contained in the Financial Covenant and for purposes of determining compliance with any provision of this Agreement (including Annex IIII or Annex IV, as applicable) by reference to the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio (the “Revised Ratios”) and (B) relevant financial covenant definitions to replace those contained in Annex I (the “Revised Definitions”), in each case resulting from the adoption of GAAP IFRS by the Company and that are substantially equivalent to the financial covenant ratio levels and definitions in existence at such time on the basis of IFRSGAAP, as confirmed by a report of a reputable accounting firm; and (ii) the Revised Ratios and Revised Definitions shall become effective, and this Agreement shall be amended accordingly to reflect such amendments without any further consents from any Lender, if the Administrative Agent (acting on the instructions of the Required Lenders) has not objected (acting reasonably) to the implementation of the Revised Ratios and Revised Definitions within 60 days following the date of on which the notice given Revised Ratios and Revised Definitions are provided to the Administrative Agent pursuant to this Section 6.20(c6.19(c), ; provided that, if at any time after the Company has adopted GAAPIFRS, it then elects to adopt IFRSGAAP, then this Agreement shall, immediately upon such election, be amended to reflect such amendments without any further consents by any Finance Party to implement a deletion of the Revised Ratio and Revised Definitions and to reinstate the financial covenant ratio levels contained in the Financial Covenant and for purposes of determining compliance with any provision of this Agreement (including Annex IIII or Annex IV, as applicable) by reference to the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio and the relevant financial covenant definitions contained in Annex II or Annex III, as applicable, in each case, as at the First 2021 Amendment Effective Date (updated to reflect any other amendments made since the First 2021 Amendment Effective Date) subject to any amendments in accordance with paragraphs (aSection 6.19(a) and (b) aboveSection 6.19(b).

Change in Accounting Practices. 106 (a) The Company shall notify the Administrative Agent if it elects to make one or more changes in any material accounting policies, practices or procedures whether resulting from the Company’s decision at any time to adopt GAAP IFRS or otherwise and, in such event the Company shall provide, at the time of such notice, in respect of any change in the basis upon which the financial information required to be delivered under Section 4.03(a)(1), (2) or (32) of Annex II or Annex IV, as applicable, is prepared, either (i) a statement (providing reasonable detail) confirming the changes would have no material effect on the operation of the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio or (ii) a description of the changes and the adjustments that would be required to be made to that financial information in order to cause them to reflect the accounting policies, practices or procedures prior to such change and sufficient information, in such detail and format as may be reasonably required by the Administrative Agent, to enable the Lenders to make a comparison between the financial positions indicated by that financial information and by the financial information required to be delivered under Section 4.03(a)(1), ) and (2) and (3) of Annex IIII or Annex IV, as applicable. Following the delivery of any such notice, the Required Lenders shall have the right to request, and following any such request the Company shall use commercially reasonable efforts to provide, the statement contemplated by clause (i) of the immediately preceding sentence or the description contemplated by clause (ii) of the immediately preceding sentence, as applicable, relating to the financial information required to be delivered under Section 4.03(a)(1), ) or (2) or (3) of Annex IIII or Annex IV, as applicable, for the most recently completed quarter. (b) In the event of any changes to any member of the CompanyRestricted Group’s accounting policies, practices or procedures other than resulting from the Company’s decision at any time to adopt GAAPIFRS, if the Company notifies the Administrative Agent that it is no longer practicable to test compliance with the Consolidated Net Leverage Ratio and Consolidated Senior Secured Net Leverage Ratio against the financial information required to be delivered pursuant to Section 4.03(a)(1), ) or (2) or (3) of Annex IIII or Annex IV, as applicable: (i) the Administrative Agent and the Company shall enter into negotiations with a view to agreeing upon an alternative definitions of “Consolidated Net Leverage Ratio Ratio” and “Consolidated Senior Secured Net Leverage Ratio Ratio” in order to maintain a consistent basis for such financial covenants (and for approval by the Required Lenders); and; (ii) (if the Administrative Agent and the Company agree upon an alternative definitions of “Consolidated Net Leverage Ratio Ratio” and “Consolidated Senior Secured Net Leverage Ratio Ratio” that is acceptable to the Required Lenders, such alternative financial covenants shall be binding on all parties hereto; and (iii) if, after three months following the date of the notice given to the Administrative Agent pursuant to this Section 6.20(b), the Administrative Agent and the Company cannot agree upon alternative financial covenants that are acceptable to the Required Lenders, the Administrative Agent shall refer the matter to any of the auditors Auditors as may be agreed between the Company and the Administrative Agent for determination of the adjustments required to be made to such financial information or the calculation of such ratios to take account of such change, such determination to be binding on the parties hereto, ; provided that pending such determination (but not thereafter) the Company shall continue to prepare financial information and calculate such covenants in accordance with Section 6.19(a) above. (c) In the event of any changes to such accounting policies, practices or procedures resulting from the Company’s decision at any time to adopt GAAPIFRS, if the Company notifies the Administrative Agent that it is no longer practicable to test compliance with the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio against the financial information required to be delivered pursuant to Section 4.03(a)(1), ) or (2) or (3) of Annex IIII or Annex IV, as applicable: (i) the Company shall provide the Administrative Agent with (A) revised financial covenant ratio levels to replace those contained in the Financial Covenant and for purposes of determining compliance with any provision of this Agreement (including Annex IIII or Annex IV, as applicable) by reference to the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio (the “Revised Ratios”) and (B) relevant financial covenant definitions to replace those contained in Annex I (the “Revised Definitions”), in each case resulting from the adoption of GAAP IFRS by the Company and that are substantially equivalent to the financial covenant ratio levels and definitions in existence at such time on the basis of IFRSGAAP, as confirmed by a report of a reputable accounting firm; and (ii) the Revised Ratios and Revised Definitions shall become effective, and this Agreement shall be amended accordingly to reflect such amendments without any further consents from any Lender, if the Administrative Agent (acting on the instructions of the Required Lenders) has not objected (acting reasonably) to the implementation of the Revised Ratios and Revised Definitions within 60 days following the date of on which the notice given Revised Ratios and Revised Definitions are provided to the Administrative Agent pursuant to this Section 6.20(c), ; provided that, if at any time after the Company has adopted GAAPIFRS, it then elects to adopt IFRSGAAP, then this Agreement shall, immediately upon such election, be amended to reflect such amendments without any further consents by any Finance Party to implement a deletion of the Revised Ratio and Revised Definitions and to reinstate the financial covenant ratio levels contained in the Financial Covenant and for purposes of determining compliance with any provision of this Agreement (including Annex IIII or Annex IV, as applicable) by reference to the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio and the relevant financial covenant definitions contained in Annex II or Annex III, as applicable, in each case, as at the First Amendment Effective Date (updated to reflect any other amendments made since the First Amendment Effective Date) subject to any amendments in accordance with paragraphs (aSections 6.20(a) and (b) above).

Change in Accounting Practices. 106113 (a) The Company shall notify the Administrative Agent if it elects to make one or more changes in any material accounting policies, practices or procedures whether resulting from the Company’s decision at any time to adopt GAAP IFRS or otherwise and, in such event the Company shall provide, at the time of such notice, in respect of any change in the basis upon which the financial information required to be delivered under Section 4.03(a)(1), (2) or (32) of Annex II or Annex IV, as applicable, is prepared, either (i) a statement (providing reasonable detail) confirming the changes would have no material effect on the operation of the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio or (ii) a description of the changes and the adjustments that would be required to be made to that financial information in order to cause them to reflect the accounting policies, practices or procedures prior to such change and sufficient information, in such detail and format as may be reasonably required by the Administrative Agent, to enable the Lenders to make a comparison between the financial positions indicated by that financial information and by the financial information required to be delivered under Section 4.03(a)(1), ) and (2) and (3) of Annex IIII or Annex IV, as applicable. Following the delivery of any such notice, the Required Lenders shall have the right to request, and following any such request the Company shall use commercially reasonable efforts to provide, the statement contemplated by clause (i) of the immediately preceding sentence or the description contemplated by clause (ii) of the immediately preceding sentence, as applicable, relating to the financial information required to be delivered under Section 4.03(a)(1), ) or (2) or (3) of Annex IIII or Annex IV, as applicable, for the most recently completed quarter. (b) In the event of any changes to any member of the CompanyRestricted Group’s accounting policies, practices or procedures other than resulting from the Company’s decision at any time to adopt GAAPIFRS, if the Company notifies the Administrative Agent that it is no longer practicable to test compliance with the Consolidated Net Leverage Ratio and Consolidated Senior Secured Net Leverage Ratio against the financial information required to be delivered pursuant to Section 4.03(a)(1), ) or (2) or (3) of Annex IIII or Annex IV, as applicable: (i) the Administrative Agent and the Company shall enter into negotiations with a view to agreeing upon an alternative definitions of “Consolidated Net Leverage Ratio Ratio” and “Consolidated Senior Secured Net Leverage Ratio Ratio” in order to maintain a consistent basis for calculating such financial covenants ratios (and for approval by the Required Lenders); and; (ii) (if the Administrative Agent and the Company agree upon an alternative definitions of “Consolidated Net Leverage Ratio Ratio” and “Consolidated Senior Secured Net Leverage Ratio Ratio” that is are acceptable to the Required Lenders, such alternative financial covenants definitions shall be binding on all parties hereto; and (iii) if, after three months following the date of the notice given to the Administrative Agent pursuant to this Section 6.20(b6.19(b), the Administrative Agent and the Company cannot agree upon alternative financial covenants calculations of such ratios that are acceptable to the Required Lenders, the Administrative Agent shall refer the matter to any of the auditors Auditors as may be agreed between the Company and the Administrative Agent for determination of the adjustments required to be made to such financial information or the calculation of such ratios to take account of such change, such determination to be binding on the parties hereto, ; provided that pending such determination (but not thereafter) the Company shall continue to prepare financial information and calculate such covenants ratios in accordance with Section 6.19(a) above. (c) In the event of any changes to such accounting policies, practices or procedures resulting from the Company’s decision at any time to adopt GAAPIFRS, if the Company notifies the Administrative Agent that it is no longer practicable to test compliance with the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio against the financial information required to be delivered pursuant to Section 4.03(a)(1), ) or (2) or (3) of Annex IIII or Annex IV, as applicable: (i) the Company shall provide the Administrative Agent with (A) revised financial covenant ratio levels to replace those contained in the Financial Covenant and for purposes of determining compliance with any provision of this Agreement (including Annex IIII or Annex IV, as applicable) by reference to the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio (the “Revised Ratios”) and (B) relevant financial covenant definitions to replace those contained in Annex I (the “Revised Definitions”), in each case resulting from the adoption of GAAP IFRS by the Company and that are substantially equivalent to the financial covenant ratio levels and definitions in existence at such time on the basis of IFRSGAAP, as confirmed by a report of a reputable accounting firm; andand 00000000_1 (ii) the Revised Ratios and Revised Definitions shall become effective, and this Agreement shall be amended accordingly to reflect such amendments without any further consents from any Lender, if the Administrative Agent (acting on the instructions of the Required Lenders) has not objected (acting reasonably) to the implementation of the Revised Ratios and Revised Definitions within 60 days following the date of on which the notice given Revised Ratios and Revised Definitions are provided to the Administrative Agent pursuant to this Section 6.20(c6.19(c), ; provided that, if at any time after the Company has adopted GAAPIFRS, it then elects to adopt IFRSGAAP, then this Agreement shall, immediately upon such election, be amended to reflect such amendments without any further consents by any Finance Party to implement a deletion of the Revised Ratio and Revised Definitions and to reinstate the financial covenant ratio levels contained in the Financial Covenant and for purposes of determining compliance with any provision of this Agreement (including Annex IIII or Annex IV, as applicable) by reference to the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio and the relevant financial covenant definitions contained in Annex II or Annex III, as applicable, in each case, as at the First 2021 Amendment Effective Date (updated to reflect any other amendments made since the First 2021 Amendment Effective Date) subject to any amendments in accordance with paragraphs (aSection 6.19(a) and (b) aboveSection 6.19(b).

Change in Accounting Practices. 106 (a) The Company shall notify the Administrative Agent if it elects to make one or more changes in any material accounting policies, practices or procedures whether resulting from the Company’s decision at any time to adopt GAAP or otherwise and, in such event the Company shall provide, at the time of such notice, in respect of any change in the basis upon which the financial information required to be delivered under Section 4.03(a)(1), (2) or (3) of Annex II is prepared, either (i) a statement (providing reasonable detail) confirming the changes would have no material effect on the operation of the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio or (ii) a description of the changes and the adjustments that would be required to be made to that financial information in order to cause them to reflect the accounting policies, practices or procedures prior to such change and sufficient information, in such detail and format as may be reasonably required by the Administrative Agent, to enable the Lenders to make a comparison between the financial positions indicated by that financial information and by the financial information required to be delivered under Section 4.03(a)(1), (2) and (3) of Annex II. Following the delivery of any such notice, the Required Lenders shall have the right to request, and following any such request the Company shall use commercially reasonable efforts to provide, the statement contemplated by clause (i) of the immediately preceding sentence or the description contemplated by clause (ii) of the immediately preceding sentence, as applicable, relating to the financial information required to be delivered under Section 4.03(a)(1), (2) or (3) of Annex II, as applicable, for the most recently completed quarter. (b) In the event of any changes to the Company’s accounting policies, practices or procedures other than resulting from the Company’s decision at any time to adopt GAAP, if the Company notifies the Administrative Agent that it is no longer practicable to test compliance with the Consolidated Net Leverage Ratio and Consolidated Senior Secured Net Leverage Ratio against the financial information required to be delivered pursuant to Section 4.03(a)(1), (2) or (3) of Annex II: (i) the Administrative Agent and the Company shall enter into negotiations with a view to agreeing upon an alternative definitions of Consolidated Net Leverage Ratio and Consolidated Senior Secured Net Leverage Ratio in order to maintain a consistent basis for such financial covenants (and for approval by the Required Lenders); and (ii) (if the Administrative Agent and the Company agree upon an alternative definitions of Consolidated Net Leverage Ratio and Consolidated Senior Secured Net Leverage Ratio that is acceptable to the Required Lenders, such alternative financial covenants shall be binding on all parties hereto; and (iii) if, after three months following the date of the notice given to the Administrative Agent pursuant to this Section 6.20(b), the Administrative Agent and the Company cannot agree upon alternative financial covenants that are acceptable to the Required Lenders, the Administrative Agent shall refer the matter to any of the auditors as may be agreed between the Company and the Administrative Agent for determination of the adjustments required to be made to such financial information or the calculation of such ratios to take account of such change, such determination to be binding on the parties hereto, provided that pending such determination (but not thereafter) the Company shall continue to prepare financial information and calculate such covenants in accordance with Section 6.19(a) above. (c) In the event of any changes to such accounting policies, practices or procedures resulting from the Company’s decision at any time to adopt GAAP, if the Company notifies the Administrative Agent that it is no longer practicable to test compliance with the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio against the financial information required to be delivered pursuant to Section 4.03(a)(1), (2) or (3) of Annex II: (i) the Company shall provide the Administrative Agent with (A) revised financial covenant ratio levels to replace those contained in the Financial Covenant and for purposes of determining compliance with any provision of this Agreement (including Annex II) by reference to the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio (the “Revised Ratios”) and (B) relevant financial covenant definitions to replace those contained in Annex I (the “Revised Definitions”), in each case resulting from the adoption of GAAP by the Company and that are substantially equivalent to the financial covenant ratio levels and definitions in existence at such time on the basis of IFRS, as confirmed by a report of a reputable accounting firm; and (ii) the Revised Ratios and Revised Definitions shall become effective, and this Agreement shall be amended accordingly to reflect such amendments without any further consents from any Lender, if the Administrative Agent (acting on the instructions of the Required Lenders) has not objected (acting reasonably) to the implementation of the Revised Ratios and Revised Definitions within 60 days following the date of the notice given to the Administrative Agent pursuant to this Section 6.20(c), provided that, if at any time after the Company has adopted GAAP, it then elects to adopt IFRS, then this Agreement shall, immediately upon such election, be amended to reflect such amendments without any further consents by any Finance Party to implement a deletion of the Revised Ratio and Revised Definitions and to reinstate the financial covenant ratio levels contained in the Financial Covenant and for purposes of determining compliance with any provision of this Agreement (including Annex II) by reference to the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio and the relevant financial covenant definitions contained in Annex I, in each case, as at the First Amendment Effective Date (updated to reflect any other amendments made since the First Amendment Effective Date) subject to any amendments in accordance with paragraphs (a) and (b) above.

Change in Accounting Practices. 106119 (a) The Company shall notify the Administrative Agent if it elects to make one or more changes in any material accounting policies, practices or procedures whether resulting from the Company’s decision at any time to adopt GAAP or otherwise and, in such event the Company shall provide, at the time of such notice, in respect of any change in the basis upon which the financial information required to be delivered under Section 4.03(a)(1), (2) or (3) of Annex II is prepared, either (i) a statement (providing reasonable detail) confirming the changes would have no material effect on the operation of the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio or (ii) a description of the changes and the adjustments that would be required to be made to that financial information in order to cause them to reflect the accounting policies, practices or procedures prior to such change and sufficient information, in such detail and format as may be reasonably required by the Administrative Agent, to enable the Lenders to make a comparison between the financial positions indicated by that financial information and by the financial information required to be delivered under Section 4.03(a)(1), (2) and (3) of Annex IIXxxxx XX. Following the delivery of any such notice, the Required Lenders shall have the right to request, and following any such request the Company shall use commercially reasonable efforts to provide, the statement contemplated by clause (i) of the immediately preceding sentence or the description contemplated by clause (ii) of the immediately preceding sentence, as applicable, relating to the financial information required to be delivered under Section 4.03(a)(1), (2) or (3) of Annex II, as applicable, for the most recently completed quarter. (b) In the event of any changes to any member of the CompanyRestricted Group’s accounting policies, practices or procedures other than resulting from the Company’s decision at any time to adopt GAAPIFRS, if the Company notifies the Administrative Agent that it is no longer practicable to test compliance with the Consolidated Net Leverage Ratio and Consolidated Senior Secured Net Leverage Ratio against the financial information required to be delivered pursuant to Section 4.03(a)(1), (2) or (3) of Annex II: (i) the Administrative Agent and the Company shall enter into negotiations with a view to agreeing upon an alternative definitions of “Consolidated Net Leverage Ratio Ratio” and “Consolidated Senior Secured Net Leverage Ratio Ratio” in order to maintain a consistent basis for such financial covenants (and for approval by the Required Lenders); and; (ii) (if the Administrative Agent and the Company agree upon an alternative definitions of “Consolidated Net Leverage Ratio Ratio” and “Consolidated Senior Secured Net Leverage Ratio Ratio” that is acceptable to the Required Lenders, such alternative financial covenants shall be binding on all parties hereto; and (iii) if, after three months following the date of the notice given to the Administrative Agent pursuant to this Section 6.20(b), the Administrative Agent and the Company cannot agree upon alternative financial covenants that are acceptable to the Required Lenders, the Administrative Agent shall refer the matter to any of the auditors an Auditor as may be agreed between the Company and the Administrative Agent for determination of the adjustments required to be made to such financial information or the calculation of such ratios to take account of such change, such determination to be binding on the parties hereto, ; provided that pending such determination (but not thereafter) the Company shall continue to prepare financial information and calculate such covenants in accordance with Section 6.19(a) above. (c) In the event of any changes to such accounting policies, practices or procedures resulting from the Company’s decision at any time to adopt GAAPIFRS, if the Company notifies the Administrative Agent that it is no longer practicable to test compliance with the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio against the financial information required to be delivered pursuant to Section 4.03(a)(1), (2) or (3) of Annex II: (i) the Company shall provide the Administrative Agent with (A) revised financial covenant ratio levels to replace those contained in the Financial Covenant and for purposes of determining compliance with any provision of this Agreement (including Annex II) by reference to the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio (the “Revised Ratios”) and (B) relevant financial covenant definitions to replace those contained in Annex I (the “Revised Definitions”), in each case resulting from the adoption of GAAP IFRS by the Company and that are substantially equivalent to the financial covenant ratio levels and definitions in existence at such time on the basis of IFRSGAAP, as confirmed by a report of a reputable accounting firm; and (ii) the Revised Ratios and Revised Definitions shall become effective, and this Agreement shall be amended accordingly to reflect such amendments without any further consents from any Lender, if the Administrative Agent (acting on the instructions of the Required Lenders) has not objected (acting reasonably) to the implementation of the Revised Ratios and Revised Definitions within 60 days following the date of on which the notice given Revised Ratios and Revised Definitions are provided to the Administrative Agent pursuant to this Section 6.20(c), ; provided that, if at any time after the Company has adopted GAAPIFRS, it then elects to adopt IFRSGAAP, then this Agreement shall, immediately upon such election, be amended to reflect such amendments without any further consents by any Finance Party to implement a deletion of the Revised Ratio and Revised Definitions and to reinstate the financial covenant ratio levels contained in the Financial Covenant and for purposes of determining compliance with any provision of this Agreement (including Annex II) by reference to the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio and the relevant financial covenant definitions contained in Annex I, in each case, as at the First 2020 Amendment Effective Date (updated to reflect any other amendments made since the First 2020 Amendment Effective Date) subject to any amendments in accordance with paragraphs (aSection 6.20(a) and (b) aboveSection 6.20(b).

Change in Accounting Practices. 106 (a) The Company shall notify the Administrative Agent if it elects to make one or more changes in any material accounting policies, practices or procedures whether resulting from the Company’s decision at any time to adopt GAAP or otherwise and, in such event the Company shall provide, at the time of such notice, in respect of any change in the basis upon which the financial information required to be delivered under Section 4.03(a)(1), (2) or (3) of Annex II is prepared, either (i) a statement (providing reasonable detail) confirming the changes would have no material effect on the operation of the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio or (ii) a description of the changes and the adjustments that would be required to be made to that financial information in order to cause them to reflect the accounting policies, practices or procedures prior to such change and sufficient information, in such detail and format as may be reasonably required by the Administrative Agent, to enable the Lenders to make a comparison between the financial positions indicated by that financial information and by the financial information required to be delivered under Section 4.03(a)(1), (2) and (3) of Annex IIXxxxx XX. Following the delivery of any such notice, the Required Lenders shall have the right to request, and following any such request the Company shall use commercially reasonable efforts to provide, the statement contemplated by clause (i) of the immediately preceding sentence or the description contemplated by clause (ii) of the immediately preceding sentence, as applicable, relating to the financial information required to be delivered under Section 4.03(a)(1), (2) or (3) of Annex II, as applicable, for the most recently completed quarter. (b) In the event of any changes to any member of the CompanyRestricted Group’s accounting policies, practices or procedures other than resulting from the Company’s decision at any time to adopt GAAPIFRS, if the Company notifies the Administrative Agent that it is no longer practicable to test compliance with the Consolidated Net Leverage Ratio and Consolidated Senior Secured Net Leverage Ratio against the financial information required to be delivered pursuant to Section 4.03(a)(1), (2) or (3) of Annex II: (i) the Administrative Agent and the Company shall enter into negotiations with a view to agreeing upon an alternative definitions of “Consolidated Net Leverage Ratio Ratio” and “Consolidated Senior Secured Net Leverage Ratio Ratio” in order to maintain a consistent basis for such financial covenants (and for approval by the Required Lenders); and; (ii) (if the Administrative Agent and the Company agree upon an alternative definitions of “Consolidated Net Leverage Ratio Ratio” and “Consolidated Senior Secured Net Leverage Ratio Ratio” that is acceptable to the Required Lenders, such alternative financial covenants shall be binding on all parties hereto; and (iii) if, after three months following the date of the notice given to the Administrative Agent pursuant to this Section 6.20(b), the Administrative Agent and the Company cannot agree upon alternative financial covenants that are acceptable to the Required Lenders, the Administrative Agent shall refer the matter to any of the auditors an Auditor as may be agreed between the Company and the Administrative Agent for determination of the adjustments required to be made to such financial information or the calculation of such ratios to take account of such change, such determination to be binding on the parties hereto, ; provided that pending such determination (but not thereafter) the Company shall continue to prepare financial information and calculate such covenants in accordance with Section 6.19(a) above. (c) In the event of any changes to such accounting policies, practices or procedures resulting from the Company’s decision at any time to adopt GAAPIFRS, if the Company notifies the Administrative Agent that it is no longer practicable to test compliance with the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio against the financial information required to be delivered pursuant to Section 4.03(a)(1), (2) or (3) of Annex II: (i) the Company shall provide the Administrative Agent with (A) revised financial covenant ratio levels to replace those contained in the Financial Covenant and for purposes of determining compliance with any provision of this Agreement (including Annex II) by reference to the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio (the “Revised Ratios”) and (B) relevant financial covenant definitions to replace those contained in Annex I (the “Revised Definitions”), in each case resulting from the adoption of GAAP IFRS by the Company and that are substantially equivalent to the financial covenant ratio levels and definitions in existence at such time on the basis of IFRSGAAP, as confirmed by a report of a reputable accounting firm; and (ii) the Revised Ratios and Revised Definitions shall become effective, and this Agreement shall be amended accordingly to reflect such amendments without any further consents from any Lender, if the Administrative Agent (acting on the instructions of the Required Lenders) has not objected (acting reasonably) to the implementation of the Revised Ratios and Revised Definitions within 60 days following the date of on which the notice given Revised Ratios and Revised Definitions are provided to the Administrative Agent pursuant to this Section 6.20(c), ; provided that, if at any time after the Company has adopted GAAPIFRS, it then elects to adopt IFRSGAAP, then this Agreement shall, immediately upon such election, be amended to reflect such amendments without any further consents by any Finance Party to implement a deletion of the Revised Ratio and Revised Definitions and to reinstate the financial covenant ratio levels contained in the Financial Covenant and for purposes of determining compliance with any provision of this Agreement (including Annex II) by reference to the Consolidated Net Leverage Ratio or Consolidated Senior Secured Net Leverage Ratio and the relevant financial covenant definitions contained in Annex I, in each case, as at the First 2020 Amendment Effective Date (updated to reflect any other amendments made since the First 2020 Amendment Effective Date) subject to any amendments in accordance with paragraphs (aSection 6.20(a) and (b) aboveSection 6.20(b).