Common use of Change to IFRS Clause in Contracts

Change to IFRS. If the Company intends or is required to adopt IFRS, the Company and the Lender shall, at least one hundred and twenty (120) days prior to such adoption, commence to negotiate in good faith with a view to agreeing such written amendments to the financial covenants in Sections 7.09 (Interest Coverage Ratio) and 7.10 (Leverage Ratio) and, in each case, the definitions used therein and the equivalent definitions in the security documents in respect of the Secured Indebtedness, as may be necessary to ensure that the criteria for evaluating the Company’s financial condition (i) not prejudice the Company in terms of its compliance with the terms of this Agreement more than, and (ii) grant to the Lender protection equivalent to that which would have been enjoyed, in each case, had the Company not adopted IFRS (such amendments, the “IFRS Amendments”). If no written agreement with respect to any of the IFRS Amendments is reached within sixty (60) days prior to the Company’s adoption of IFRS, then the Company and the Lender shall submit their differing positions with respect to the IFRS Amendments to a Qualified Accountant selected by the mutual agreement of the parties, which in any event shall be the same Qualified Accountant selected in this respect for the Mandatory Prepayment Indebtedness. The Qualified Accountant shall consider only the IFRS Amendments and shall only make a decision with respect thereto that is within the bounds set by the differing positions of the Lender and the Company. The Qualified Accountant’s decision with respect thereto shall be final and binding on the parties hereto and shall be made in writing and notified to the parties hereto at least five (5) Business Days prior to the adoption of IFRS by the Company. Any IFRS Amendments agreed between the Company and the Lender or determined by the Qualified Accountant shall take effect as of the date of the Company’s adoption of IFRS. The parties agree that no amendment fee shall be payable by the Company to the Lender in respect of any IFRS Amendments other than payments or reimbursements in accordance with Section 9.04(a) (Costs and Expenses) of reasonable and documented costs (including Attorney Costs and the fees of the Qualified Accountant) incurred by the Lender in connection with such IFRS Amendments.

Change to IFRS. If the Company intends or is required to adopt IFRS, the Company and the Lender Lenders shall, at least one hundred and twenty (120) days prior to such adoption, commence to negotiate in good faith with a view to agreeing such written amendments to the financial covenants in Sections 7.09 (Interest Coverage Ratio) and 7.10 (Leverage Ratio) and, in each case, the definitions used therein and the equivalent definitions in the security documents in respect of the Secured IndebtednessSecurity Documents, as may be necessary to ensure that the criteria for evaluating the Company’s financial condition (i) not prejudice the Company in terms of its compliance with the terms of this Agreement more than, and (ii) grant to the Lender Lenders protection equivalent to that which would have been enjoyed, in each case, had the Company not adopted IFRS (such amendments, the “IFRS Amendments”). If no written agreement with respect to any of the IFRS Amendments is reached within sixty (60) days prior to the Company’s adoption of IFRS, then the Company and the Lender Lenders shall submit their differing positions with respect to the IFRS Amendments to a Qualified Accountant selected by the mutual agreement of the parties, which in any event shall be the same Qualified Accountant selected in this respect for the Mandatory Prepayment Indebtedness. The Qualified Accountant shall consider only the IFRS Amendments and shall only make a decision with respect thereto that is within the bounds set by the differing positions of the Lender Lenders and the Company. The Qualified Accountant’s decision with respect thereto shall be final and binding on the parties hereto and shall be made in writing and notified to the parties hereto at least five (5) Business Days prior to the adoption of IFRS by the Company. Any IFRS Amendments agreed between the Company and the Lender Lenders or determined by the Qualified Accountant shall take effect as of the date of the Company’s adoption of IFRS. The parties agree that no amendment fee shall be payable by the Company to the Lender Lenders in respect of any IFRS Amendments other than (x) at the request of the Administrative Agent, customary fees payable to administrative agents and (y) payments or reimbursements in accordance with Section 9.04(a10.04(a) (Costs and Expenses) of reasonable and documented costs (including Attorney Costs and the fees of the Qualified Accountant) incurred by the Lender Administrative Agent, the Collateral Agent or the Lenders in connection with such IFRS Amendments.