Common use of IFRS Clause in Contracts

IFRS. Unless otherwise expressly provided, all accounting terms used in this Agreement shall be interpreted and all financial information shall be prepared in accordance with IFRS, consistently applied. If any accounting changes occur and such changes result in a material change in the calculation of the financial covenants, standards or terms used in this Agreement or any other Document, then the Borrower, the Agent and the Lenders agree to enter into negotiations in order to amend such provisions of this Agreement or such Document, as applicable, so as to equitably reflect such accounting changes with the desired result that the criteria for evaluating the Borrower’s (or its applicable Subsidiary’s) financial condition shall be the same after such accounting changes as if such accounting changes had not been made; provided, however, that the agreement of the Required Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. If the Borrower and the Required Lenders agree upon the required amendments, then after appropriate amendments have been executed and the underlying accounting change with respect thereto has been implemented, any reference to IFRS contained in this Agreement or in any other Document shall, only to the extent of such accounting change, refer to IFRS, consistently applied after giving effect to the implementation of such accounting change. If the Borrower and the Required Lenders cannot agree upon the required amendments within thirty (30) days following the date of implementation of any accounting change, then all calculations of financial covenants and other standards and terms in this Agreement and the other Documents shall continue to be prepared, delivered and made without regard to the underlying accounting change (in such case, the Borrower shall, in connection with the delivery of any financial statements under this Agreement, provide a management prepared reconciliation of the financial covenants to such financial statements in light of such accounting changes). Notwithstanding the new IFRS 16 rules that came into force on January 1, 2019 with respect to the accounting treatment of leases, (i) the provisions of this Agreement of a financial or accounting nature (including ratios and tests) will be applied without taking into account the IFRS 16 rules and as if there had been no change in such accounting treatment and (ii) any financial ratio calculation thereafter will be accompanied with a reconciliation of the calculation of the financial ratios and tests with the financial statements delivered for the period to which such calculation relates.