Common use of Changes in GAAP Clause in Contracts

Changes in GAAP. If at any time any change in GAAP or IFRS, as applicable (an “Accounting Change”), would affect the computation of any financial ratio or requirement set forth in any Loan Document, the Administrative Agent, on behalf of the Lenders, and the Loan Parties shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change; provided that, until so amended (i) such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, prior to such change therein and (ii) the Borrower, or as the context may require, Holdings shall provide to the Administrative Agent and each Lender financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Change. The Loan Parties and Secured Parties agree that notwithstanding any Accounting Change after the Closing Date, any lease that is or would be treated as an operating lease on the Closing Date shall continue to be treated as an operating lease and shall not constitute Indebtedness for purposes of this Agreement regardless of whether or not such operating lease would be required to be reflected as a liability on the balance sheet of the lessee as a result of such Accounting Change.

Changes in GAAP. If at any time any change in GAAP or IFRSSAP or any change in accounting treatment or practices required or authorized by any Governmental Authority, as applicable (an “Accounting Change”)applicable, would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, on behalf of the Lenders, Lenders and the Loan Parties Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Changechange in GAAP or SAP or required by any Governmental Authority, as applicable (subject to the approval of the Required Lenders); provided that, until so amended amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or IFRSSAP, as applicable, prior without giving effect to such change therein and (ii) the Borrower, or as the context may require, Holdings Borrower shall provide to the Administrative Agent and each Lender the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP or SAP or required by any Governmental Authority, as applicable. The Loan Parties and Secured Parties agree that notwithstanding any Accounting Change after Without limiting the Closing Dateforegoing, any lease that is or would be treated as an operating lease on the Closing Date leases shall continue to be treated as an operating lease classified and shall not constitute Indebtedness accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement regardless (other than for purposes of whether provisions relating to the preparation or not delivery of financial statements), notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such operating lease would be required to be reflected changes, as a liability on the balance sheet of the lessee as a result of such Accounting Changeprovided for above.

Changes in GAAP. If Unless the Borrower shall otherwise have provided the notice set forth in the next sentence, if at any time any change in GAAP or IFRS, as applicable (an “Accounting Change”), would affect the computation of any financial ratio or requirement set forth in any Loan DocumentDocument (including, without limitation, the adoption of International Financial Reporting Standards by U.S. companies), and either the Borrower or the Required Lenders shall so request, the Administrative Agent, on behalf of the Lenders, Lenders and the Loan Parties Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Changechange in GAAP (subject to the approval of the Required Lenders); provided that, until so amended amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, prior to such change therein and (ii) the Borrower, or as the context may require, Holdings Borrower shall provide to the Administrative Agent and each Lender the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP. The Loan Parties Notwithstanding any other provision to the contrary herein, upon notice from the Borrower to the Administrative Agent, all terms of an accounting or financial nature herein shall be construed, and Secured Parties agree that notwithstanding all computations of amounts and ratios referred to herein shall be made, without giving effect to any Accounting Change after changes to, or modification of GAAP with respect to FASB ASC 840-20 which would require the capitalization of leases characterized as “operating leases” as of the Closing Date (or would be so characterized if such lease had been in effect on the Closing Date, any lease that is or would be treated as an operating lease on the Closing Date shall continue to be treated as an operating lease and shall not constitute Indebtedness for purposes of this Agreement regardless of whether or not such operating lease would be required to be reflected as a liability on the balance sheet of the lessee as a result of such Accounting Change).

Changes in GAAP. If at any time any change in GAAP or IFRS, as applicable (an “Accounting Change”), would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Administrative AgentCompany or the Lender shall so request, on behalf of the Lenders, Lender and the Loan Parties Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Changechange in GAAP; provided that, until so amended amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, prior to such change therein and (ii) the Borrower, or as the context may require, Holdings Company shall provide to the Administrative Agent and each Lender financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP. The Loan Parties and Secured Parties agree that notwithstanding any Accounting Change after the Closing DateNotwithstanding anything else set forth herein, any lease that is was or would have been treated as an operating lease under GAAP as in effect on the Closing Date that would become or be treated as a capital lease solely as a result of a change in GAAP after the Closing Date shall always be treated as an operating lease on for all purposes and at all times under this Agreement; provided that, the Closing Date Company shall continue nonetheless provide to be treated as an operating lease the Lender financial statements and shall not constitute Indebtedness for purposes of other documents required under this Agreement regardless of whether or not such operating lease would be required to be reflected as reasonably requested hereunder setting forth a liability on the balance sheet of the lessee as a result reconciliation between calculations of such Accounting Changeratio or requirement made before and after giving effect to such change in GAAP.

Changes in GAAP. The Parent will provide a written summary of material changes in GAAP and in the consistent application thereof with each annual and quarterly Compliance Certificate delivered in accordance with Section 7.02(a). If at any time any change in GAAP or IFRS, as applicable (an “Accounting Change”), would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Parent or the Required Pro Rata Facilities Lenders shall so request, the Administrative Agent, on behalf of the Lenders, Lenders and the Loan Parties Parent shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Changechange in GAAP (subject to the approval of the Required Pro Rata Facilities Lenders); provided that, until so amended amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, prior to such change therein and (ii) the Borrower, or as the context may require, Holdings Parent shall provide to the Administrative Agent and each Lender the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP. The Loan Parties and Secured Parties agree that notwithstanding any Accounting Change after Without limiting the Closing Dateforegoing, any lease that is or would be treated as an operating lease on the Closing Date leases shall continue to be treated as an operating lease classified and shall not constitute Indebtedness accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement regardless of whether or not Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such operating lease would be required to be reflected changes, as a liability on the balance sheet of the lessee as a result of such Accounting Changeprovided for above.

Changes in GAAP. If at any time any change in GAAP or IFRS, as applicable (an “Accounting Change”), would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request in writing, the Administrative Agent, on behalf of the Lenders, Lenders and the Loan Parties Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Changechange in GAAP (subject to the approval of the Required Lenders); provided provided, that, until so amended amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, prior to such change therein and (ii) for the Borroweravoidance of doubt, or as other than with respect to any change set forth in the context may requireimmediately succeeding paragraph, Holdings the Borrower shall provide to the Administrative Agent and each Lender the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP. The Without limiting the foregoing and notwithstanding anything to the contrary in any Loan Parties and Secured Parties agree that notwithstanding any Accounting Change after the Closing DateDocument, any lease that is or would be treated as an operating lease on the Closing Date leases shall continue to be treated as an operating lease classified and shall not constitute Indebtedness accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement regardless of whether or not Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such operating lease would be required to be reflected changes, as a liability on the balance sheet of the lessee as a result of such Accounting Changeprovided for above.

Changes in GAAP. The Borrower will provide a written summary of material changes in GAAP and in the consistent application thereof with each annual and quarterly financial statement delivered in accordance with Section 7.01. If at any time any change in GAAP or IFRS, as applicable (an “Accounting Change”), would affect the computation of any financial ratio definition or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, on behalf of the Lenders, Lenders and the Loan Parties Borrower shall negotiate in good faith to amend such ratio definition or requirement to preserve the original intent thereof in light of such Accounting Changechange in GAAP (subject to the approval of the Required Lenders); provided provided, that, until so amended amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, prior to such change therein and (ii) the Borrower, or as the context may require, Holdings Borrower shall provide to the Administrative Agent and each Lender the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio definition or requirement made before and after giving effect to such Accounting Changechange in GAAP. The Loan Parties and Secured Parties agree that notwithstanding any Accounting Change after Without limiting the Closing Dateforegoing, any lease that is or would be treated as an operating lease on the Closing Date leases shall continue to be treated as an operating lease classified and shall not constitute Indebtedness accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement regardless of whether or not Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such operating lease would be required to be reflected changes, as a liability on the balance sheet of the lessee as a result of such Accounting Changeprovided for above.

Changes in GAAP. If at any time any change in GAAP or (including the adoption of IFRS, as applicable (an “Accounting Change”), ) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, on behalf of the Lenders, Lenders and the Loan Parties Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Changechange in GAAP (subject to the approval of the Required Lenders); provided that, until so amended amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, prior to such change therein and (ii) the Borrower, or as the context may require, Holdings Borrower shall provide to the Administrative Agent and each Lender the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP. The Loan Parties Without limiting the foregoing and Secured Parties agree notwithstanding anything to the contrary set forth herein, all obligations of any Person that notwithstanding any Accounting Change after the Closing Date, any lease that is are or would be have been treated as an operating lease on leases for purposes of GAAP prior to the Closing Date effectiveness of Accounting Standards Codification 842 shall continue to be treated accounted for as an operating lease and shall not constitute Indebtedness for purposes of this Agreement regardless of leases hereunder or under any other Loan Documents (whether or not such operating lease would be obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with Accounting Standards Codification 842 (on a prospective or retroactive basis or otherwise) to be reflected treated as a liability on the balance sheet of the lessee as a result of such Accounting Changecapital leases.

Changes in GAAP. If at any time any change in GAAP or (including the adoption of IFRS, as applicable (an “Accounting Change”), ) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, on behalf of the Lenders, Lenders and the Loan Parties shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Changechange in GAAP (subject to the approval of the Required Lenders); provided provided, that, until so amended amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, prior to such change therein and (ii) the Borrower, or as the context may require, Holdings Borrower shall provide to the Administrative Agent and each Lender the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP. The Loan Parties Unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above, for purposes of determining compliance with any covenant (including the computation of any financial covenant), all liability amounts shall be determined excluding any liability relating to any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and Secured Parties agree all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease, in each case to the extent that notwithstanding any Accounting Change after the Closing Datesuch liability, any lease that is asset, amortization or would be treated as an operating lease on the Closing Date shall continue interest pertains to be treated as an operating lease and shall which would not constitute Indebtedness have been accounted for purposes of this Agreement regardless of whether or not by the Borrower as such operating lease would be required to be reflected under GAAP as a liability in effect on the balance sheet of the lessee as a result of such Accounting ChangeDecember 31, 2015.

Changes in GAAP. If at any time any change in GAAP or IFRS, as applicable (an “Accounting Change”), would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either (x) the Borrower or (y) within 30 days after delivery of any financial statements reflecting any change in GAAP (or after the Lenders have been informed of the change in GAAP affecting such financial statements, if later), the Administrative Agent or the Required Lenders shall so request, the Administrative Agent, on behalf of the Lenders, Lenders and the Loan Parties Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Changechange in GAAP (subject to the approval of the Required Lenders); provided that, until so amended amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, prior to such change therein and (ii) the Borrower, or as the context may require, Holdings Borrower shall provide to the Administrative Agent and each Lender the Lenders financial statements and any other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP. The Loan Parties and Secured Parties agree that notwithstanding Notwithstanding any Accounting Change change in GAAP after the Closing Date, any Date that would require lease obligations that is or would be treated as an operating lease on leases as of the Closing Date to the classified and accounted for as capital leases or otherwise reflected on the Loan Parties’ consolidated balance sheet, for the purposes of determining compliance with any covenant contained herein, such obligations shall continue to be treated in the same manner as an operating lease and shall not constitute Indebtedness for purposes of this Agreement regardless of whether or not such operating lease would be required to be reflected leases are treated as a liability on the balance sheet of the lessee as a result of such Accounting ChangeClosing Date.

Changes in GAAP. If at any time any change in GAAP (including the adoption of IFRS), or IFRS, as applicable (an “Accounting Change”)any election by the Company to change its accounting practices or the application of GAAP during the term of this Agreement from that used in the financial statements referred to in Section 6.03, would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Company or the Required Lenders shall so request, the Administrative Agent, on behalf of the Lenders, Lenders and the Loan Parties Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Changechange (subject to the approval of the Required Lenders); provided that, until so amended amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, and accounting practices and application of GAAP prior to such change therein and (ii) the Borrower, or as the context may require, Holdings Company shall provide to the Administrative Agent and each Lender the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange. The Loan Parties and Secured Parties agree that notwithstanding any Accounting Change Without limiting the foregoing, leases (whether in effect on or after the Closing Date, any lease that is or would be treated as an operating lease on the Closing Date ) shall continue to be treated as an operating lease classified and shall not constitute Indebtedness accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement regardless of whether or not Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such operating lease would be required to be reflected changes, as a liability on the balance sheet of the lessee as a result of such Accounting Changeprovided for above.

Changes in GAAP. If at any time any change in GAAP, any change in the Loan Parties’ accounting policies, or any change in the application of GAAP or IFRSby the Loan Parties, as applicable (an “Accounting Change”)in any case, would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, on behalf of the Lenders, Lenders and the Loan Parties Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Changechange in GAAP (subject to the approval of the Required Lenders); provided that, until so amended amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, prior to such change therein and (ii) the Borrower, or as the context may require, Holdings Borrower shall provide to the Administrative Agent and each Lender the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP. The Loan Parties and Secured Parties agree that notwithstanding any Accounting Change after Without limiting the Closing Dateforegoing, any lease that is or would be treated as an operating lease on the Closing Date leases shall continue to be treated as an operating lease classified and shall not constitute Indebtedness accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement regardless of whether or not Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such operating lease would be required to be reflected changes, as a liability on the balance sheet of the lessee as a result of such Accounting Changeprovided for above.

Changes in GAAP. Borrower will provide a written summary of material changes in GAAP or in the consistent application thereof with each annual and quarterly Compliance Certificate delivered in accordance with Section 6.02(a). If at any time any change in GAAP or IFRS, as applicable (an “Accounting Change”), would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower or the Required Lenders shall so request, Administrative Agent, on behalf of the Lenders, Lenders and the Loan Parties Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Changechange in GAAP (subject to the approval of the Required Lenders); provided that, until so amended amended, (iA) such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, prior to such change therein and (iiB) the Borrower, or as the context may require, Holdings Borrower shall provide to the Administrative Agent and each Lender the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP. The Loan Parties and Secured Parties agree that notwithstanding any Accounting Change after Without limiting the Closing Dateforegoing, any lease that is or would be treated as an operating lease on the Closing Date leases shall continue to be treated as an operating lease classified and shall not constitute Indebtedness accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement regardless of whether or not Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such operating lease would be required to be reflected changes, as a liability on the balance sheet of the lessee as a result of such Accounting Changeprovided for above.

Changes in GAAP. The Borrower will provide a written summary of material changes in GAAP and in the consistent application thereof with each annual and quarterly Compliance Certificate delivered in accordance with Section 7.02(b). If at any time any change in GAAP or (including the adoption of IFRS, as applicable (an “Accounting Change”), ) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, on behalf of the Lenders, Lenders and the Loan Parties Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Changechange in GAAP (subject to the approval of the Required Lenders); provided that, until so amended amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, prior to such change therein and (ii) the Borrower, or as the context may require, Holdings Borrower shall provide to the Administrative Agent and each Lender the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP. The Loan Parties and Secured Parties agree that notwithstanding any Accounting Change after Without limiting the Closing Dateforegoing, any lease that is or would be treated as an operating lease on the Closing Date leases shall continue to be treated as an operating lease classified and shall not constitute Indebtedness accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement regardless of whether or not Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such operating lease would be required to be reflected changes, as a liability on the balance sheet of the lessee as a result of such Accounting Changeprovided for above.

Changes in GAAP. If at any time any change in GAAP or IFRS, as applicable (an “Accounting Change”), would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Company or the Required Lenders shall so request, the Administrative Agent, on behalf of the Lenders, Lenders and the Loan Parties Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Changechange in GAAP (subject to the approval of the Required Lenders); provided that, until so amended amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, prior to such change therein and (ii) the Borrower, or as the context may require, Holdings Company shall provide to the Administrative Agent and each Lender the Lenders such financial statements and other documents as are required under this Agreement or as otherwise reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP. The Loan Parties and Secured Parties agree Without limiting the foregoing, all obligations of any Person that notwithstanding any Accounting Change after the Closing Date, any lease that is are or would be have been treated as an operating lease on leases for purposes of GAAP prior to the Closing Date effectiveness of FASB ASC 842 shall continue to be treated accounted for as an operating lease and shall not constitute Indebtedness leases for purposes of all financial definitions and calculations for purpose of this Agreement regardless of (whether or not such operating lease would be obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with FASB ASC 842 (on a prospective or retroactive basis or otherwise) to be reflected treated as a liability on Capital Leases in the balance sheet of the lessee as a result of such Accounting Changefinancial statements.

Changes in GAAP. If at any time any change in GAAP or IFRS, as applicable (an “Accounting Change”), would affect the computation of any financial ratio or requirement set forth in any Loan Credit Document, and either a Borrower or the Required Lenders shall so request, the Administrative Agent, on behalf of the Lenders, Lenders and the Loan Parties Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Changechange in GAAP (subject to the approval of the Required Lenders); provided that, until so amended amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, prior to such change therein and (ii) the Borrower, or as the context may require, Holdings Borrowers shall provide to the Administrative Agent and each Lender the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP. The Loan Parties and Secured Parties agree Notwithstanding anything to the contrary herein, all leases of any Person that notwithstanding any Accounting Change after the Closing Date, any lease that is are or would be treated characterized as an operating lease leases in accordance with GAAP immediately prior to the Effective Date (whether or not such operating leases were in effect on the Closing Date such date) shall continue to be treated accounted for as an operating lease leases (and shall not constitute Indebtedness as Capital Leases) for purposes of this Agreement regardless of whether any change in GAAP or not the implementation thereof following the Effective Date that would otherwise require such operating lease would be required leases to be reflected recharacterized as a liability on the balance sheet of the lessee as a result of such Accounting ChangeCapital Leases.

Changes in GAAP. If at any time any change in GAAP or IFRS, as applicable (an “Accounting Change”), would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Administrative Lead Borrower or the Required Lenders shall so request, the Agent, on behalf of the Lenders, Lenders and the Loan Parties Lead Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Changechange in GAAP (subject to the approval of the Required Lenders); provided provided, that, until so amended amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, prior to such change therein and (ii) the Borrower, or as the context may require, Holdings Lead Borrower shall provide to the Administrative Agent and each Lender the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Change. The Loan Parties and Secured Parties agree change in GAAP; provided, further that notwithstanding all obligations of any Accounting Change after the Closing Date, any lease Person that is are or would be have been treated as an operating lease on leases for purposes of GAAP prior to the Closing Date effectiveness of FASB ASC 842 shall continue to be treated accounted for as an operating lease and shall not constitute Indebtedness leases for all purposes of this Agreement, including, without limitation, for purposes of this Agreement regardless of all financial definitions and calculations hereunder (whether or not such operating lease would be obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with FASB ASC 842 (on a prospective or retroactive basis or otherwise) to be reflected treated as a liability on Capital Lease Obligations in the balance sheet of the lessee as a result of such Accounting Changefinancial statements.

Changes in GAAP. The Company will provide a written summary of material changes in GAAP and in the consistent application thereof with each annual and quarterly Compliance Certificate delivered in accordance with Section 7.02(b). If at any time any change in GAAP or (including the adoption of IFRS, as applicable (an “Accounting Change”), ) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Company or the Required Lenders shall so request, the Administrative Agent, on behalf of the Lenders, Lenders and the Loan Parties Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Changechange in GAAP (subject to the approval of the Required Lenders); provided that, until so amended amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, prior to such change therein and (ii) the Borrower, or as the context may require, Holdings Company shall provide to the Administrative Agent and each Lender the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP. The Loan Parties and Secured Parties agree that notwithstanding any Accounting Change after Without limiting the Closing Dateforegoing, any lease that is or would be treated as an operating lease on the Closing Date leases shall continue to be treated as an operating lease classified and shall not constitute Indebtedness accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement regardless of whether or not Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such operating lease would be required to be reflected changes, as a liability on the balance sheet of the lessee as a result of such Accounting Changeprovided for above.

Changes in GAAP. If at any time any change in GAAP or IFRS, as applicable (an “Accounting Change”), would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Administrative Borrower or the Required Lenders shall so request, the Agent, on behalf of the Lenders, Lenders and the Loan Parties Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Changechange in GAAP (subject to the approval of the Required Lenders); provided provided, that, until so amended amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, prior to such change therein and (ii) the Borrower, or as the context may require, Holdings Borrower shall provide to the Administrative Agent and each Lender the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP. The Loan Parties and Secured Parties agree that notwithstanding Notwithstanding any Accounting Change after other provision herein, the Closing Date, accounting for any lease that is or would (and whether the obligations thereunder shall be treated as Capital Lease Obligations) shall be based on GAAP as in effect on December 31, 2018 and without giving effect to any subsequent changes in GAAP (or required implementation of any previously promulgated changes in GAAP) relating to the treatment of a lease as an operating lease on the Closing Date shall continue to be treated as an operating lease and shall not constitute Indebtedness for purposes of this Agreement regardless of whether or not such operating lease would be required to be reflected as a liability on the balance sheet of the lessee as a result of such Accounting Changecapital lease.

Changes in GAAP. If at any time any change in GAAP or IFRS, as applicable (an “Accounting Change”), change in accounting policies or reporting practices consented to by the Administrative Agent pursuant to Section 7.12(e)(ii) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Administrative Agent or the Required Lenders shall so request, the Administrative Agent, on behalf of the Lenders, Lenders and the Loan Parties Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Changechange (subject to the approval of the Required Lenders); provided that, until so amended amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, prior to such change therein and (ii) the Borrower, or as the context may require, Holdings Borrower shall provide to the Administrative Agent and each Lender the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange. The Loan Parties and Secured Parties agree that notwithstanding any Accounting Change after Without limiting the Closing Dateforegoing, any lease that is leases (whether or would be treated as an operating lease not in effect on the Closing Date date hereof) shall continue to be treated as an operating lease classified and shall not constitute Indebtedness accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement regardless of whether or not Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such operating lease would be required to be reflected changes, as a liability on the balance sheet of the lessee as a result of such Accounting Changeprovided for above.

Changes in GAAP. If at any time any change in GAAP or IFRS, as applicable (an “Accounting Change”), Change would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower Representative or the Required Lenders shall so request, the Administrative Agent, on behalf of the Lenders, Lenders and the Loan Parties Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting ChangeChange as if such Accounting Change has not been made (subject to the approval of the Required Lenders); provided that, until so amended (i) such ratio or requirement amended, all financial covenants, standards and terms in this Agreement shall continue to be computed calculated or construed as if such Accounting Change had not occurred. Notwithstanding the foregoing or anything to the contrary contained herein (including in accordance the definitions of “Financing Lease” and/or “Capital Lease Obligations”), in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Capitalized Leases in conformity with GAAP or IFRS, as applicable, prior to such change therein and (ii) the Borrower, or as the context may require, Holdings shall provide to the Administrative Agent and each Lender financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Change. The Loan Parties and Secured Parties agree that notwithstanding any Accounting Change after the Closing Date, any lease that is or would be treated as an operating lease on the Closing Date shall continue to be treated as an operating lease considered Financing Leases, and shall not constitute Indebtedness for purposes of all calculations and determinations under this Agreement regardless of whether or not such operating lease would any other Loan Document shall be required to be reflected made or delivered, as a liability on the balance sheet of the lessee as a result of such Accounting Changeapplicable, in accordance therewith.

Changes in GAAP. If at any time any change in GAAP or IFRS, as applicable (an “Accounting Change”), would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Administrative Borrower or the Required Lenders shall so request, the Administrative Agent, on behalf of the Lenders, Lenders and the Loan Parties Administrative Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Changechange in GAAP (subject to the approval of the Required Lenders); provided that, until so amended amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, prior to such change therein and (ii) the Borrower, or as the context may require, Holdings Administrative Borrower shall provide to the Administrative Agent and each Lender the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP. The Loan Parties and Secured Parties agree that notwithstanding any Accounting Change Without limiting the foregoing, leases (including leases entered into or renewed after the Closing Date) shall be classified and accounted for (and the interest component thereof calculated) on a basis consistent with that reflected in the audited financial statements for the Fiscal Year ended December 31, any lease that is or would be treated as an operating lease on the Closing Date shall continue to be treated as an operating lease and shall not constitute Indebtedness 2017 for all purposes of this Agreement regardless of whether or not Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such operating lease would be required to be reflected changes, as a liability on the balance sheet of the lessee as a result of such Accounting Changeprovided for above.

Changes in GAAP. The Parent Borrower will provide a written summary of material changes in GAAP or in the consistent application thereof with each annual and quarterly Compliance Certificate delivered in accordance with Section 6.02(a). If at any time any change in GAAP or IFRS, as applicable (an “Accounting Change”), would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Parent Borrower or the Required Lenders shall so request, the Administrative Agent, on behalf of the Lenders, Lenders and the Loan Parties Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Changechange in GAAP (subject to the approval of the Required Lenders); provided that, until so amended amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, prior to such change therein and (ii) the Borrower, or as the context may require, Holdings Borrowers shall provide to the Administrative Agent and each Lender financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP. The Loan Parties and Secured Parties agree that notwithstanding any Accounting Change after Without limiting the Closing Dateforegoing, any lease that is or would be treated as an operating lease on the Closing Date leases shall continue to be treated as an operating lease classified and shall not constitute Indebtedness accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement regardless of whether or not Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such operating lease would be required to be reflected changes, as a liability on the balance sheet of the lessee as a result of such Accounting Changeprovided for above.

Changes in GAAP. If at any time any change in GAAP or IFRS, as applicable (an “Accounting Change”), would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either (x) MKS or (y) within thirty (30) days after delivery of any financial statements reflecting any change in GAAP (or after the Lenders have been informed of the change in GAAP affecting such financial statements, if later), the Administrative Agent or the Required Lenders shall so request, the Administrative Agent, on behalf of the Lenders, Lenders and the Loan Parties Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Changechange in GAAP (subject to the approval of the Required Lenders); provided that, until so amended amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, prior to such change therein and (ii) the Borrower, or as the context may require, Holdings Borrowers shall provide to the Administrative Agent and each Lender the Lenders financial statements and any other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP. The Loan Parties and Secured Parties agree that notwithstanding Notwithstanding any Accounting Change change in GAAP after the Closing Date, any Date that would require lease obligations that is or would be treated as an operating lease on leases as of the Closing Date to the classified and accounted for as capital leases or otherwise reflected on the Loan Parties’ consolidated balance sheet, for the purposes of determining compliance with any covenant contained herein, such obligations shall continue to be treated in the same manner as an operating lease and shall not constitute Indebtedness for purposes of this Agreement regardless of whether or not such operating lease would be required to be reflected leases are treated as a liability on the balance sheet of the lessee as a result of such Accounting ChangeClosing Date.

Changes in GAAP. If at any time any change in GAAP, any change in the Loan Parties’ accounting policies, or any change in the application of GAAP or IFRSby the Loan Parties, as applicable (an “Accounting Change”)in any case, would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, on behalf of the Lenders, Lenders and the Loan Parties Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Changechange in GAAP (subject to the approval of the Required Lenders); provided provided, that, until so amended amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, prior to such change therein therein, and (ii) the Borrower, or as the context may require, Holdings Borrower shall provide to the Administrative Agent and each Lender the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP. The Loan Parties and Secured Parties agree that notwithstanding any Accounting Change after Without limiting the Closing Dateforegoing, any lease that is or would be treated as an operating lease on the Closing Date leases shall continue to be treated as an operating lease classified and shall not constitute Indebtedness accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement regardless of whether or not Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such operating lease would be required to be reflected changes, as a liability on the balance sheet of the lessee as a result of such Accounting Changeprovided for above.

Changes in GAAP. If at any time any change in GAAP or IFRS, as applicable (an “Accounting Change”), would affect the computation of any financial ratio or requirement set forth in any Loan Credit Document, and either a Borrower or the Required Lenders shall so request, the Administrative Agent, on behalf of the Lenders, Lenders and the Loan Parties Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Changechange in GAAP (subject to the approval of the Required Lenders); provided that, until so amended (i) amended, such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, prior to such change therein and (ii) the Borrower, or as the context may require, Holdings Borrowers shall provide to the Administrative Agent and each Lender the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP. The Loan Parties and Secured Parties agree Notwithstanding anything to the contrary herein, all leases of any Person that notwithstanding any Accounting Change after the Closing Date, any lease that is are or would be treated characterized as an operating lease leases in accordance with GAAP immediately prior to January 1, 2018 (whether or not such operating leases were in effect on the Closing Date such date) shall continue to be treated accounted for as an operating lease leases (and shall not constitute Indebtedness as Capital Leases) for purposes of this Agreement regardless of whether any change in GAAP or not the implementation thereof following January 1, 2018 that would otherwise require such operating lease would be required leases to be reflected recharacterized as a liability on the balance sheet of the lessee as a result of such Accounting ChangeCapital Leases.

Changes in GAAP. If at any time any change in GAAP or IFRS, as applicable (an “Accounting Change”), would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, on behalf of the Lenders, Lenders and the Loan Parties Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Changechange in GAAP (subject to the approval of the Required Lenders and the Borrower); provided that, until so amended amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, prior to such change therein and (ii) the Borrower, or as the context may require, Holdings Borrower shall provide to the Administrative Agent and each Lender financial statements and other documents required under this Agreement or as reasonably requested in writing hereunder by the Administrative Agent setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP. The Without limiting the foregoing and notwithstanding anything to the contrary in the Loan Parties and Secured Parties agree Documents, leases that would have constituted operating leases or capital leases in accordance with GAAP on a basis consistent with that reflected in the Audited Financial Statements shall be considered operating leases or capital leases, respectively, for all purposes of the Loan Documents, notwithstanding any Accounting Change after the Closing Date, any lease that is or would be treated as an operating lease classification under GAAP in effect on the Closing Date or any change in GAAP relating thereto, unless the Borrower and other requisite parties hereto shall continue to be treated enter into a mutually acceptable amendment addressing such changes, as an operating lease and shall not constitute Indebtedness provided for purposes of this Agreement regardless of whether or not such operating lease would be required to be reflected as a liability on the balance sheet of the lessee as a result of such Accounting Changeabove.

Changes in GAAP. If at any time any change in GAAP or IFRS, as applicable (an “Accounting Change”), would affect the computation of any financial ratio or requirement set forth in any Loan Credit Document, and either Borrower or the Required Lenders shall so request, Administrative Agent, on behalf of the Lenders, Lenders and the Loan Parties Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Changechange in GAAP (subject to the approval of the Required Lenders); provided that, until so amended amended, (iA) such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, prior to such change therein and (iiB) the Borrower, or as the context may require, Holdings Borrower shall provide to the Administrative Agent and each Lender the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP. The Loan Parties and Secured Parties agree that notwithstanding Notwithstanding any Accounting Change change in GAAP after the Closing Date, any Date that would require lease obligations that is or would be treated as an operating lease on leases as of the Closing Date to be classified and accounted for as Capital Leases or otherwise reflected on the consolidated balance sheet of Borrower and its consolidated Subsidiaries, such obligations shall continue to be treated as an operating lease and shall not constitute Indebtedness leases for all purposes of under this Agreement regardless and be excluded from the definition of whether or not such operating lease would be required to be reflected as a liability on the balance sheet of the lessee as a result of such Accounting ChangeIndebtedness and other relevant definitions under this Agreement.

Changes in GAAP. If at any time any change in GAAP or IFRS, as applicable (an “Accounting Change”), would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, on behalf of the Lenders, Lenders and the Loan Parties Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Changechange in GAAP (subject to the approval of the Required Lenders); provided that, until so amended amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, prior to such change therein and (ii) the Borrower, or as the context may require, Holdings Borrower shall provide to the Administrative Agent and each Lender the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP. The Loan Parties and Secured Parties agree Notwithstanding any other provision contained herein, that notwithstanding all obligations of any Accounting Change after the Closing Date, any lease Person that is are or would be have been treated as an operating lease on leases for purposes of GAAP prior to the Closing Date effectiveness of FASB ASC 842 shall continue to be treated accounted for as an operating lease and shall not constitute Indebtedness leases for purposes of all financial definitions and calculations for purpose of this Agreement regardless of (whether or not such operating lease would be obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with FASB ASC 842 (on a prospective or retroactive basis or otherwise) to be reflected treated as a liability on Capitalized Lease in the balance sheet of the lessee as a result of such Accounting Changefinancial statements.

Changes in GAAP. If at any time any change in GAAP or IFRS, as applicable (an “Accounting Change”), would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Administrative Lead Borrower or the Required Lenders shall so request, the Agent, on behalf of the Lenders, Lenders and the Loan Parties Lead Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Changechange in GAAP (subject to the approval of the Required Lenders); provided that, until so amended amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, prior to such change therein and (ii) the Borrower, or as the context may require, Holdings Lead Borrower shall provide to the Administrative Agent and each Lender the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP. The Loan Parties and Secured Parties agree that notwithstanding Notwithstanding any Accounting Change change in GAAP after the Closing Date, any date hereof that would require lease obligations that is or would be treated as an operating lease leases as of the date hereof to be classified and accounted for as capital leases or otherwise reflected on the Closing Date Loan Parties’ Consolidated balance sheet, for the purposes of determining compliance with any covenant contained herein, such obligations (whether entered into as of the date hereof or thereafter) shall continue to be treated in the same manner as an operating lease and shall not constitute Indebtedness for purposes of this Agreement regardless of whether or not such operating lease would be required to be reflected as a liability leases are treated on the balance sheet of the lessee as a result of such Accounting Changedate hereof.

Changes in GAAP. If at any time any change in GAAP or IFRS, as applicable (an “Accounting Change”), would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, on behalf of the Lenders, Lenders and the Loan Parties Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Changechange in GAAP (subject to the approval of the Required Lenders); provided that, until so amended amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, prior to such change therein and (ii) the Borrower, or as the context may require, Holdings Borrower shall provide to the Administrative Agent and each Lender the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP. The Loan Parties Notwithstanding the foregoing, for all purposes of this Agreement, including the computing the covenants set forth in Sections 7.11(a) and Secured Parties agree that notwithstanding any Accounting Change (b) above, and for purposes of calculating the Leverage Ratio in the definition of “Applicable Rate”, “Funded Debt” shall exclude liabilities under operating leases regardless of whether such operating leases are reclassified as capital leases in accordance with GAAP as a result of a change in GAAP occurring after the Closing Date, any lease that is or would be treated as an operating lease on the Closing Date shall continue to be treated as an operating lease and shall not constitute Indebtedness for purposes of this Agreement regardless of whether or not such operating lease would be required to be reflected as a liability on the balance sheet of the lessee as a result of such Accounting Change.

Changes in GAAP. If at any time any change in GAAP or IFRS, as applicable (an “Accounting Change”), would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either (x) the Borrower or (y) within thirty (30) days after delivery of any financial statements reflecting any change in GAAP (or after the Lenders have been informed of the change in GAAP affecting such financial statements, if later), the Administrative Agent or the Required Lenders shall so request, the Administrative Agent, on behalf of the Lenders, Lenders and the Loan Parties Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Changechange in GAAP (subject to the approval of the Required Lenders); provided that, until so amended amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, prior to such change therein and (ii) the Borrower, or as the context may require, Holdings Borrower shall provide to the Administrative Agent and each Lender the Lenders financial statements and any other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP. The Loan Parties and Secured Parties agree that notwithstanding Notwithstanding any Accounting Change change in GAAP after the Closing Date, any Date that would require lease obligations that is or would be treated as an operating lease on leases as of the Closing Date to the classified and accounted for as capital leases or otherwise reflected on the Loan Parties’ consolidated balance sheet, for the purposes of determining compliance with any covenant contained herein, such obligations shall continue to be treated in the same manner as an operating lease and shall not constitute Indebtedness for purposes of this Agreement regardless of whether or not such operating lease would be required to be reflected leases are treated as a liability on the balance sheet of the lessee as a result of such Accounting ChangeClosing Date.

Changes in GAAP. If Notwithstanding any other provision of the Amended Agreement or any other Amended Document to the contrary, if at any time any change in GAAP or IFRS, as applicable generally accepted accounting principles in effect from time to time in the United States (an “Accounting ChangeGAAP”), ) would affect the computation of any financial ratio or requirement set forth in any Loan Amended Document, the Administrative Agentand either Lead Borrower or Agent shall so request, on behalf of the Lenders, Agent and the Loan Parties Lead Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Changechange in GAAP; provided that, until so amended amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, prior to such change therein and (ii) the Borrower, or as the context may require, Holdings Lead Borrower shall provide to the Administrative Agent and each Lender financial statements and other documents required under this Amended Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Change. The Loan Parties and Secured Parties agree change in GAAP; provided, further that, without limiting the foregoing, all obligations of any Person that notwithstanding any Accounting Change after the Closing Date, any lease that is are or would be have been treated as an operating lease on leases for purposes of GAAP prior to the Closing Date effectiveness of Financial Accounting Standards Board (FASB) ASC 842 and related interpretations shall continue to be treated accounted for as an operating lease and shall not constitute Indebtedness leases for purposes of this all financial definitions and calculations under the Amended Agreement regardless of (whether or not such operating lease would be obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with FASB ASC 842 (on a prospective or retroactive basis or otherwise) to be reflected treated as a liability on capital lease obligations (however defined) in the balance sheet of the lessee as a result of such Accounting Changefinancial statements.

Changes in GAAP. If at any time any change in GAAP or (including the adoption of IFRS, as applicable (an “Accounting Change”), ) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, on behalf of the Lenders, Lenders and the Loan Parties Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Changechange in GAAP (subject to the approval of the Required Lenders); provided that, until so amended amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, prior to such change therein and (ii) the Borrower, or as the context may require, Holdings Borrower shall provide to the Administrative Agent and each Lender the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP. The Loan Parties and Secured Parties agree that notwithstanding any Accounting Change after Without limiting the Closing Dateforegoing, any lease that is or would be treated as an operating lease on the Closing Date leases shall continue to be treated as an operating lease classified and shall not constitute Indebtedness accounted for purposes of this Agreement regardless of whether or not such operating lease would be required to be on a basis consistent with that reflected as a liability on in the audited Consolidated balance sheet of the lessee Borrower and its Subsidiaries for the fiscal year ended December 31, 2018, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto (including, but not limited to, the effects of FASB issued Accounting Standards Update No. 2016-02 (Leases)), unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as a result of such Accounting Changeprovided for above.

Changes in GAAP. If at any time any change in GAAP or (including the adoption of IFRS, as applicable (an “Accounting Change”), ) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Company or the Required Lenders shall so request, the Administrative Agent, on behalf of the Lenders, Lenders and the Loan Parties Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Changechange in GAAP (subject to the approval of the Required Lenders); provided that, until so amended amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, prior to such change therein and (ii) the Borrower, or as the context may require, Holdings Company shall provide to the Administrative Agent and each Lender the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Changechange in GAAP. The Loan Parties and Secured Parties agree that notwithstanding Notwithstanding any Accounting Change after the Closing Dateother provision contained herein, any lease that is or would be treated as an operating lease on for purposes of GAAP as of the Closing Date shall continue to be treated as an operating lease (and any future lease that would be treated as an operating lease for purposes of GAAP as of the Closing Date, if it were in effect on the Closing Date, shall not constitute Indebtedness be treated as an operating lease), in each case for purposes of this Agreement regardless of whether or not such operating lease would be required to be reflected as a liability on Agreement, notwithstanding any change in GAAP after the balance sheet of the lessee as a result of such Accounting ChangeClosing Date.

Changes in GAAP. If at any time any change in GAAP or IFRS, as applicable (an “Accounting Change”), would affect the computation of any financial ratio or requirement set forth in any Loan Document, the Administrative Agent, on behalf of the Lenders, and the Loan Parties Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change; provided that, until so amended (i) such ratio or requirement shall continue to be computed in accordance with GAAP or IFRS, as applicable, prior to such change therein and (ii) the Borrower, or as the context may require, Holdings Borrower shall provide to the Administrative Agent and each Lender financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Change. The Loan Parties and Secured Parties agree that notwithstanding any Accounting Change after the Closing Date, any lease that is or would be treated as an operating lease on the Closing Date shall continue to be treated as an operating lease and shall not constitute Indebtedness for purposes of this Agreement regardless of whether or not such operating lease would be required to be reflected as a liability on the balance sheet of the lessee as a result of such Accounting Change.