Common use of Court Proceedings Clause in Contracts

Court Proceedings. KML will provide Pembina and its legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the reasonable comments of Pembina and its legal counsel with respect to any such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembina’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s obligations set forth in any such filed or served materials or under this Agreement. KML shall oppose any proposal from any Person that would result in the Interim Order or Final Order containing any provision that is inconsistent with this Agreement. Subject to the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate with and assist KML in seeking the Interim Order and the Final Order, including by providing to KML, on a timely basis, any information reasonably required to be supplied by Pembina in connection therewith.

Court Proceedings. KML Subject to the terms of this Agreement, First Majestic will cooperate with and assist Silvermex in seeking the Interim Order and the Final Order, including by providing Silvermex on a timely basis any information reasonably required to be supplied by First Majestic in connection therewith. Silvermex will provide Pembina and its legal counsel to First Majestic with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromcomments. Subject to applicable LawsLaw, KML Silvermex will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.6 or with PembinaFirst Majestic’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided provided, however, that nothing herein shall require Pembina First Majestic to agree or consent to any increased purchase price or other increase in consideration or other modification or amendment to such filed or served materials that expands or increases PembinaFirst Majestic’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML Silvermex shall also provide to First Majestic’s legal counsel on a timely basis copies of any notice of appearance or other Court documents served on Silvermex in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Silvermex indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Silvermex will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, Silvermex will not object to legal counsel to First Majestic making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided, however, that Silvermex is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Silvermex will also oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, Silvermex is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithFirst Majestic.

Court Proceedings. KML In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order and the Company will provide Pembina the Purchaser and its legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina the Purchaser for inclusion in such material, prior to the service and filing of that material, and will accept the reasonable comments of Pembina the Purchaser and its legal counsel with respect to any such information required to be supplied by Pembina the Purchaser and included in such material and any other matters contained therein. KML The Company will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML the Company will not object to legal counsel to Pembina the Purchaser making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangementacting reasonably. KML The Company will also provide legal counsel to Pembina the Purchaser on a timely basis with copies of any notice and evidence served on KML the Company or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to applicable Laws, KML the Company will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembinathe Purchaser’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina the Purchaser to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembinathe Purchaser’s obligations obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement. KML shall oppose any proposal from any Person that would result in the Interim Order or Final Order containing any provision that is inconsistent with this Agreement. Subject to the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate with and assist KML in seeking the Interim Order and the Final Order, including by providing to KML, on a timely basis, any information reasonably required to be supplied by Pembina in connection therewith.

Court Proceedings. KML The Company will provide Pembina the Purchaser and its legal counsel with reasonable an opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, Arrangement prior to the service and filing of that material, such materials and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any such information required to be supplied by Pembina and included in such material and any other matters contained thereincomments. KML The Company will ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable LawsLaw, KML the Company will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.8 or with Pembinathe Purchaser’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided , provided, however, that nothing herein shall require Pembina the Purchaser to agree or consent to any increased purchase price increase or other change in the consideration payable under the terms of the Plan of Arrangement or other any modification or amendment to such filed or served materials that expands or increases Pembinathe Purchaser’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML shall oppose any proposal from any Person that would result in In addition, the Interim Order or Final Order containing any provision that is inconsistent with this Agreement. Subject Company will not unreasonably object to legal counsel to the terms Purchaser making such submissions on the hearing of this Agreement, Pembina shall use commercially reasonable efforts cooperate with and assist KML in seeking the motion for the Interim Order and the application for the Final OrderOrder as such counsel considers appropriate, including by providing provided that the Company or its legal counsel is advised of the nature of any submissions prior to KML, the hearing and such submissions are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. The Company will also provide the Purchaser on a timely basisbasis with copies of any notice of appearance and evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by the Company or its legal counsel indicating any information reasonably required intention to be supplied by Pembina in connection therewithoppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order.

Court Proceedings. KML will Subject to the terms of this Agreement, VAALCO and AcquireCo shall cooperate with and assist TransGlobe in seeking the Interim Order and the Final Order, including by providing to TransGlobe, on a timely basis, any information reasonably required to be supplied by VAALCO or AcquireCo in connection therewith. TransGlobe shall provide Pembina VAALCO and its AcquireCo and their legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including and will give reasonable consideration to all such comments. Subject to applicable Law, TransGlobe shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by providing this Section 2.11 or with VAALCO’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require VAALCO or AcquireCo to agree or consent to any increase in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases the obligations of VAALCO or AcquireCo, or diminishes or limits the rights of VAALCO or AcquireCo, set forth in any such filed or served materials or under this Agreement or the Arrangement. TransGlobe shall also provide to VAALCO, AcquireCo and their legal counsel on a timely basis a description basis, copies of any information required notice of appearance, evidence or other Court documents served on TransGlobe in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by TransGlobe indicating any intention to be supplied by Pembina for inclusion in such material, prior oppose the granting of the Interim Order or the Final Order or to appeal the service and filing of that material, and will accept Interim Order or the reasonable comments of Pembina and its legal counsel with respect to any such information required to be supplied by Pembina and included in such material and any other matters contained thereinFinal Order. KML will TransGlobe shall ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will TransGlobe shall not object to VAALCO, AcquireCo and their legal counsel to Pembina making such submissions on the application hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that TransGlobe is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. KML will TransGlobe shall also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembina’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s obligations set forth in any such filed or served materials or under this Agreement. KML shall oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, TransGlobe is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithVAALCO and AcquireCo.

Court Proceedings. KML will Subject to the terms of this Agreement, Purchaser and Parent shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company, on a timely basis, any information reasonably required to be supplied by Purchaser or Parent in connection therewith. The Company shall provide Pembina both Purchaser and its Parent and their legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, Arrangement (including by providing providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by Pembina Purchaser or Parent for inclusion in such material), prior and will give reasonable consideration to the service and filing of that material, all such comments and will accept the reasonable comments of Pembina Purchaser and its Parent and their legal counsel with respect to any such information required materials. Subject to applicable Law, the Company shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.8 or with both Purchaser’s and Parent’s prior written consent, such consent not to be supplied unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require Purchaser or Parent to agree or consent to any increase in or variation in the form of consideration payable to the Company Shareholders or the holders of the Company Options or Company RSUs pursuant to the plan of Arrangement or other modification or amendment to such filed or served materials that expands or increases Purchaser’s obligations, or diminishes or limits Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to Purchaser and Parent and their legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company in respect of the motion for the Interim Order or application for the Final Order (or any appeals therefrom), as well as any notice, whether written or oral, received by Pembina and included in such material and the Company indicating any other matters contained thereinintention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. KML will The Company shall ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will the Company shall not object to Purchaser or Purchaser’s legal counsel to Pembina making such submissions on the application hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, ; provided that the Company is advised as promptly as practicable of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. KML will The Company shall also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembina’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s obligations set forth in any such filed or served materials or under this Agreement. KML shall oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithPurchaser.

Court Proceedings. KML In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, CRH shall diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order and CRH will provide Pembina the Purchaser and its legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina the Purchaser for inclusion in such material, prior to the service and filing of that material, will provide the Purchaser with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement and will accept give reasonable consideration to all such comments. Subject to the reasonable comments terms of Pembina this Agreement, the Purchaser will cooperate with and its legal counsel with respect to assist CRH in seeking the Interim Order and the Final Order, including by providing CRH on a timely basis any such information reasonably required to be supplied by Pembina and included the Purchaser in such material and any other matters contained thereinconnection therewith. KML CRH will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML CRH will not object to legal counsel to Pembina the Purchaser making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably, provided that CRH is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable LawsLaw, KML CRH will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.7 or with Pembinathe Purchaser’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; delayed provided that nothing herein shall require Pembina the Purchaser to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembinathe Purchaser’s obligations obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement. KML CRH shall also provide to the Purchaser on a timely basis copies of any notice of appearance or other Court documents served on CRH in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by CRH indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. CRH will use commercially reasonable efforts to oppose any proposal from any Person that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject to , and if required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate with and assist KML in seeking the Interim Order and the Final OrderOrder or by Law to return to Court with respect to the Final Order do so only after notice to, including by providing to KMLand in consultation and cooperation with, on a timely basis, any information reasonably required to be supplied by Pembina in connection therewiththe Purchaser.

Court Proceedings. KML Subject to the terms of this Agreement, Parent will cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company, on a timely basis, any information reasonably required to be supplied by Parent in connection therewith. The Company will provide Pembina and its legal counsel Parent’s outside counsel, as specified in Section 8.1(a), with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromcomments. Subject to applicable LawsLaw, KML the Company will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.9 or with PembinaParent’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided that nothing herein in this Agreement shall require Pembina limit the Company’s ability to agree or consent take any and all steps, including the filing of all manner of documents with any Governmental Entity, to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s obligations set forth in any such filed or served materials or enforce its rights under this Agreement, including in connection with any dispute involving the Company and its Subsidiaries on the one hand and Parent on the other hand. KML The Company shall also provide to Parent’s outside counsel, as specified in Section 8.1(a) and on a timely basis, copies of any notice of appearance or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. With the Company’s prior consent (such consent not to be unreasonably withheld or delayed), legal counsel to Parent may make such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company will also oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithParent.

Court Proceedings. KML Subject to the terms of this Agreement, Eldorado will cooperate with and assist European Goldfields in seeking the Interim Order and the Final Order, including by providing European Goldfields on a timely basis any information reasonably required to be supplied by Eldorado in connection therewith. European Goldfields will provide Pembina and its legal counsel to Eldorado with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromcomments. Subject to applicable LawsLaw, KML European Goldfields will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.7 or with PembinaEldorado’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided provided, however, that nothing herein shall require Pembina Eldorado to agree or consent to any increased purchase price or other consideration increase in Consideration or other modification or amendment to such filed or served materials that expands or increases PembinaEldorado’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML European Goldfields shall also provide to Eldorado’s legal counsel on a timely basis copies of any notice of appearance or other Court documents served on European Goldfields in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by European Goldfields indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. European Goldfields will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, European Goldfields will not object to legal counsel to Eldorado making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided, however, that European Goldfields is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. European Goldfields will also oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, European Goldfields is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithEldorado.

Court Proceedings. KML Cardiome will provide Pembina Cipher and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to Interim Order and the service and filing of that materialFinal Order, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to all such comments. Subject to applicable Law, Cardiome will not file any such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriateOrder, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Agreement, the Plan of Arrangement, or with PembinaCipher’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided provided, however, that nothing herein shall require Pembina Cipher to agree or consent to any increased purchase price or other consideration increase in the Share Purchase Consideration or other modification or amendment to such filed or served materials that expands or increases PembinaCipher’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Plan of Arrangement, or diminishes or limits Cipher’s and/or Cardiome’s rights in respect of the Retained Assets following the Effective Time. KML Cardiome shall oppose also provide to Cipher and to Cipher’s legal counsel on a timely basis copies of any proposal from any Person that would result notice of appearance or other Court documents served on Cardiome in respect of the application for the Interim Order or the Final Order containing or any provision appeal therefrom and of any notice, whether written or oral, received by Cardiome indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Cardiome will ensure that is inconsistent all materials filed with this Agreement. Subject to the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate Court in connection with and assist KML in seeking the Interim Order and the Final Order, including are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, Cardiome will not object to legal counsel to Cipher making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided, however, that Cardiome is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Cardiome will also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, Cardiome is required by providing the terms of the Final Order or by Law to KMLreturn to Court with respect to the Final Order, on a timely basisit shall do so after notice to, any information reasonably required to be supplied by Pembina and in connection therewithconsultation and cooperation with, Cipher.

Court Proceedings. KML The Company will provide Pembina and its legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, Arrangement prior to the service and filing of that material, such materials and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any such information required to be supplied by Pembina and included in such material and any other matters contained thereincomments. KML The Company will ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable LawsApplicable Law, KML the Company will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.6 or with Pembinathe Purchaser’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided , provided, however, that nothing herein shall require Pembina the Purchaser to agree or consent to any increased purchase price increase in the consideration payable under the terms of the Plan of Arrangement or other consideration or other any modification or amendment to such filed or served materials that expands or increases Pembinathe Purchaser’s or Digital River’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML shall oppose any proposal from any Person that would result in In addition, the Interim Order or Final Order containing any provision that is inconsistent with this Agreement. Subject Company will not object to legal counsel to the terms Purchaser making such submissions on the hearing of this Agreement, Pembina shall use commercially reasonable efforts cooperate with and assist KML in seeking the motion for the Interim Order and the application for the Final OrderOrder as such counsel considers appropriate, including by providing provided that the Company or its legal counsel is advised of the nature of any submissions prior to KML, the hearing. The Company will also provide legal counsel to the Purchaser on a timely basisbasis with copies of any notice of appearance and evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by the Company or its legal counsel indicating any information reasonably required intention to be supplied by Pembina in connection therewithoppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order.

Court Proceedings. KML Rio Alto will provide Pembina and its legal counsel Tahoe with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, Arrangement prior to the service and filing of that material, such materials and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any such information required to be supplied by Pembina and included in such material and any other matters contained thereincomments. KML Rio Alto will ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable LawsLaw, KML Rio Alto will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.6 or with PembinaTahoe’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided , provided, however, that nothing herein shall require Pembina Tahoe to agree or consent to any increased purchase price increase or other change in the consideration payable under the terms of the Plan of Arrangement or other any modification or amendment to such filed or served materials that expands or increases PembinaTahoe’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML shall oppose any proposal from any Person that would result in In addition, Rio Alto will not object to legal counsel to Tahoe making such submissions on the Interim Order or Final Order containing any provision that is inconsistent with this Agreement. Subject to hearing of the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate with and assist KML in seeking motion for the Interim Order and the application for the Final OrderOrder as such counsel considers appropriate, including by providing provided that Rio Alto or its legal counsel is advised of the nature of any submissions prior to KML, the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. Rio Alto will also provide Tahoe on a timely basisbasis with copies of any notice of appearance and evidence or other documents served on Rio Alto or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by Rio Alto or its legal counsel indicating any information reasonably required intention to be supplied by Pembina in connection therewithoppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order.

Court Proceedings. KML Subject to the terms of this Agreement, US Gold will cooperate with and assist Minera Andes in seeking the Interim Order and the Final Order, including by providing to Minera Andes, on a timely basis, any information reasonably required to be supplied by US Gold in connection therewith. Minera Andes will provide Pembina US Gold and its legal the US Gold Special Committee and their respective counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to all such comments. Subject to applicable Law, Minera Andes will not file any such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms approval of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.11 or with Pembina’s US Gold's prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina US Gold to agree or consent to any increased purchase price increase in or other variation in the form of consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s US Gold's obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement and provided further that nothing herein shall limit Minera Andes' ability to take any and all steps to enforce its rights hereunder. KML Minera Andes shall also provide to US Gold and the US Gold Special Committee and their respective counsel on a timely basis, copies of any notice of appearance or other Court documents served on Minera Andes in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Minera Andes indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Minera Andes will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, Minera Andes will not object to legal counsel to US Gold or the US Gold Special Committee making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that Minera Andes is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. Minera Andes will also oppose any proposal from any Person that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, Minera Andes is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithUS Gold and the US Gold Special Committee.

Court Proceedings. KML will Subject to the terms of this Agreement, Newmont shall cooperate with and assist Goldcorp in seeking the Interim Order and the Final Order, including by providing to Goldcorp, on a timely basis, any information reasonably required to be supplied by Newmont in connection therewith. Goldcorp shall provide Pembina and its Newmont’s legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including and will give reasonable consideration to all such comments. Subject to applicable Law, Goldcorp shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by providing this Section 2.10 or with Newmont’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require Newmont to agree or consent to any increase in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases Newmont’s obligations, or diminishes or limits Newmont’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. Goldcorp shall also provide to Newmont’s legal counsel on a timely basis a description basis, copies of any information required notice of appearance, evidence or other Court documents served on Goldcorp in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Goldcorp indicating any intention to be supplied by Pembina for inclusion in such material, prior oppose the granting of the Interim Order or the Final Order or to appeal the service and filing of that material, and will accept Interim Order or the reasonable comments of Pembina and its legal counsel with respect to any such information required to be supplied by Pembina and included in such material and any other matters contained thereinFinal Order. KML will Goldcorp shall ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will Goldcorp shall not object to Newmont’s legal counsel to Pembina making such submissions on the application hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that Goldcorp is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. KML will Goldcorp shall also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembina’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s obligations set forth in any such filed or served materials or under this Agreement. KML shall oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, Goldcorp is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithNewmont.

Court Proceedings. KML Subject to the terms of this Agreement, the Parties will cooperate in seeking the Interim Order and the Final Order, including the Purchaser providing the Company on a timely basis any information required to be supplied by the Purchaser in connection therewith. The Company will provide Pembina the Purchaser and its legal counsel Representatives with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, Arrangement prior to the service and filing of that material, such materials and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any such information required to be supplied by Pembina and included in such material and any other matters contained thereincomments. KML The Company will ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable LawsLaw, KML the Company will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.7 or with Pembina’s the Purchaser's prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided , provided, however, that nothing herein shall require Pembina the Purchaser to agree or consent to any increased purchase price increase or other change in the consideration payable under the terms of the Plan of Arrangement or other any modification or amendment to such filed or served materials that expands or increases Pembina’s the Purchaser's obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML shall oppose any proposal from any Person that would result in In addition, the Interim Order or Final Order containing any provision that is inconsistent with this Agreement. Subject Company will not object to legal counsel to the terms Purchaser making such submissions on the hearing of this Agreement, Pembina shall use commercially reasonable efforts cooperate with and assist KML in seeking the motion for the Interim Order and the application for the Final OrderOrder as such legal counsel considers appropriate, including by providing provided that the Company or its legal counsel is advised of the nature of any submissions prior to KML, the hearing and such submissions are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. The Company will also provide the Purchaser on a timely basisbasis with copies of any notice of appearance and evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by the Company or its legal counsel indicating any information reasonably required intention to be supplied by Pembina in connection therewithoppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order.

Court Proceedings. KML Subject to the terms of this Agreement, First Majestic will cooperate with and assist SilverCrest in seeking the Interim Order and the Final Order, including by providing SilverCrest on a timely basis any information reasonably required to be supplied by First Majestic in connection therewith. SilverCrest will provide Pembina and its legal counsel to First Majestic with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromcomments. Subject to applicable LawsLaw, KML SilverCrest will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.7 or with PembinaFirst Majestic’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided provided, however, that nothing herein shall require Pembina First Majestic to agree or consent to any increased purchase price or other increase in consideration or other modification or amendment to such filed or served materials that expands or increases PembinaFirst Majestic’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML SilverCrest shall also provide to First Majestic’s legal counsel on a timely basis copies of any notice of appearance or other Court documents served on SilverCrest in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by SilverCrest indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. SilverCrest will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, SilverCrest will not object to legal counsel to First Majestic making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided, however, that SilverCrest is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. SilverCrest will also oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, SilverCrest is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithFirst Majestic.

Court Proceedings. KML Four Seasons will provide Pembina Purchaser and its legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina the Purchaser for inclusion in such material, prior to the service and filing of that material, and will accept the reasonable comments of Pembina the Purchaser and its legal counsel with respect to any such information required to be supplied by Pembina the Purchaser and included in such material and any other matters contained thereinmaterial. KML Four Seasons will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML Four Seasons will not object to legal counsel to Pembina the Purchaser making such submissions on the application hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that Four Seasons is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement Agreement, the agreements that it contemplates and the Plan of Arrangement. KML Four Seasons will also provide legal counsel to Pembina the Purchaser on a timely basis with copies of any notice of appearance and evidence served on KML Four Seasons or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML Four Seasons will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembinathe Purchaser’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina the Purchaser to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembinathe Purchaser’s obligations set forth in any such filed or served materials or under this Agreement. KML shall oppose any proposal from any Person that would result in the Interim Order or Final Order containing any provision that is inconsistent with this Agreement. Subject to the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate with and assist KML in seeking the Interim Order and the Final Order, including by providing to KML, on a timely basis, any information reasonably required to be supplied by Pembina in connection therewith.

Court Proceedings. KML In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall diligently pursue, and the Purchaser and the Parent will cooperate with the Company in diligently pursuing, the Interim Order and the Final Order and the Company will provide Pembina the Purchaser, the Parent and its their legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, Arrangement (including by providing providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by Pembina the Purchaser and the Parent for inclusion in such material, prior ) and the Company will give reasonable consideration to the service and filing of that material, and will accept the reasonable comments of Pembina the Purchaser, the Parent and its their legal counsel with respect on such material. The Company will use reasonable best efforts to any such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed by it with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML the Company will not object to legal counsel to Pembina the Purchaser and the Parent making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably; provided that the Parent and the Purchaser will provide the Company and its legal counsel with a reasonable opportunity to review and comment upon drafts of any such submissions are consistent with this Agreement and the Plan Purchaser and the Parent will give reasonable consideration to the comments of Arrangementthe Company and its legal counsel on such submissions. KML The Company will also provide legal counsel to Pembina the Purchaser and the Parent on a reasonably timely basis with copies of any notice and notice, evidence or other documents served on KML the Company or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable LawsLaw and other than in connection with an Acquisition Proposal or an Intervening Event, KML the Company will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembinathe Purchaser’s and the Parent’s prior written consent, such consent not to be unreasonably withheld or delayedacting reasonably; provided that nothing herein shall require Pembina any Party to agree or consent to any increased change in the purchase price or other consideration contemplated hereby or other modification or amendment to such filed or served materials that expands or increases Pembina’s obligations in any material respect its obligations, or diminishes or limits in any material respect its rights, set forth in any such filed or served materials or under this Agreement. KML shall oppose If at any proposal from any Person that would result in time after the Interim Order or issuance of the Final Order containing any provision that and prior to the Effective Date, the Company is inconsistent with this Agreement. Subject to required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing it will, whenever reasonably practicable, do so after written notice to KML, on a timely basis, any information reasonably required to be supplied by Pembina in connection therewiththe Purchaser and the Parent.

Court Proceedings. KML Subject to the terms of this Agreement, each of the other Parties will provide Pembina cooperate with and its legal counsel assist Pubco in seeking the Interim Order and the Final Order, including by providing it with reasonable opportunity any information reasonably required to review and comment upon be supplied by such Party in connection therewith. Verano will prepare drafts of all material the materials to be filed with the Court in connection with the ArrangementPlan of Arrangement (other than any affidavits required from an officer or director of Pubco, including by providing on a timely basis a description of any information required to which shall be supplied by Pembina for inclusion in such material, prior Pubco). The Transaction Parties will provide legal counsel to the service other Parties with reasonable opportunity to review and filing comment upon the drafts of that materialsuch materials, and will accept give reasonable consideration to all such comments. Counsel to Pubco shall file the reasonable comments final forms of Pembina and its legal counsel with respect such Court materials. Subject to applicable Law, none of the Parties will file any such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects Business Combination or serve any such material, and no Party will agree to modify or amend materials so filed or served, except as contemplated by this Section 2.7 or with the terms prior written consent of this Agreement the Transacting Parties; provided, that, nothing herein shall require any Party to agree to modifications or amendments to the Business Combination. Pubco shall also provide to each other Parties’ legal counsel on a timely basis copies of any notice of appearance or other Court documents served on Pubco in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Pubco indicating any intention to oppose the Plan granting of Arrangementthe Interim Order or the Final Order or to appeal the Interim Order or the Final Order. In addition, KML no Party will not object to legal counsel to Pembina a Transacting Party making such submissions on the application hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the other Parties are advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel Pubco agrees to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembina’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s obligations set forth in any such filed or served materials or under this Agreement. KML shall oppose any proposal from any Person that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject Agreement or the Plan of Arrangement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, Pubco is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithVerano.

Court Proceedings. KML will Subject to the terms of this Agreement, PODA shall, in cooperation with Gamora, diligently pursue the Interim Order and the Final Order and Gamora shall cooperate with and assist PODA in seeking the Interim Order and the Final Order, including by providing PODA on a timely basis any information required to be supplied by Gamora in connection therewith. PODA shall provide Pembina and its Xxxxxx’s legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required and shall give reasonable consideration to be supplied by Pembina for inclusion in all such material, prior to the service and filing of that material, and will accept the reasonable comments of Pembina and its legal counsel with respect to any such information required to be supplied by Pembina and included in such material and any other matters contained thereincomments. KML will PODA shall ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will PODA shall also provide Xxxxxx’s legal counsel to Pembina on a timely basis with copies of any notice of appearance or notice of intent to oppose and any evidence served on KML PODA or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to applicable LawsLaw, KML will PODA shall not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will shall not agree to modify or amend materials so filed or served, except as contemplated hereby or with PembinaXxxxxx’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina Gamora to agree or consent to any increased purchase price or other consideration increase in the Consideration or other modification or amendment to such filed or served materials that expands or increases PembinaGamora’s obligations or diminishes Gamora’s rights set forth in this Agreement or in such materials. In addition, PODA shall not object to legal counsel to Xxxxxx making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that PODA is advised of the nature of any submissions prior to the hearing and such filed or served materials or under submissions are consistent with this AgreementAgreement and the Plan of Arrangement. KML PODA shall oppose any proposal from any Person that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject to , and if required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate with and assist KML in seeking the Interim Order and the Final OrderOrder or by Law to return to Court with respect to the Final Order do so only after notice to, including by providing to KMLand in consultation and cooperation with, on a timely basis, any information reasonably required to be supplied by Pembina in connection therewithGamora.

Court Proceedings. KML Subject to the terms of this Agreement, PTC will cooperate with and assist MKS in seeking the Interim Order and the Final Order. MKS will provide Pembina and its legal counsel to PTC with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, Arrangement and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromcomments. Subject to applicable LawsLaw, KML MKS will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.7 or with PembinaPTC’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided that nothing herein shall require Pembina PTC to agree or consent to any increased purchase price or other consideration increase in Consideration or other modification or amendment to such filed or served materials that expands or increases PembinaPTC’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Plan of Arrangement. KML MKS shall also provide to PTC’s legal counsel on a timely basis copies of any notice of appearance or other Court documents served on MKS in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by MKS indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. MKS will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, MKS will not object to legal counsel to PTC making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that MKS is advised of the nature of any submissions on a timely basis prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. MKS will also oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject Agreement and, if at any time after the issuance of the Final Order and prior to the Effective Date, MKS is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithPTC.

Court Proceedings. KML In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, IPL will diligently pursue, and cooperate with Pembina in diligently pursuing, the Interim Order and the Final Order, and IPL will provide Pembina and its legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the reasonable comments of Pembina and its legal counsel with respect to any such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML IPL will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML IPL will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML IPL will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML IPL or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromtherefrom and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order. Subject to applicable Laws, KML IPL will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembina’s 's prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s obligations 's obligations, or diminishes or limits Pembina's rights, set forth in any such filed or served materials or under this Agreement. KML IPL shall oppose any proposal from any Person that would result in the Interim Order or Final Order containing any provision that is inconsistent with this Agreement. Subject to the terms of this Agreement, Pembina shall use commercially reasonable efforts to cooperate with and assist KML IPL in seeking the Interim Order and the Final Order, including by providing to KMLIPL, on a timely basis, any information reasonably required to be supplied by Pembina in connection therewith.

Court Proceedings. KML Subject to the terms of this Agreement, Pan American will cooperate with and assist Minefinders in seeking the Interim Order and the Final Order, including by providing Minefinders on a timely basis any information reasonably required to be supplied by Pan American in connection therewith. Minefinders will provide Pembina and its legal counsel to Pan American with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromcomments. Subject to applicable LawsLaw, KML Minefinders will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.7 or with PembinaPan American’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided provided, however, that nothing herein shall require Pembina Pan American to agree or consent to any increased purchase price or other consideration increase in Consideration or other modification or amendment to such filed or served materials that expands or increases PembinaPan American’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML Minefinders shall also provide to Pan American’s legal counsel on a timely basis copies of any notice of appearance or other Court documents served on Minefinders in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Minefinders indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Minefinders will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, Minefinders will not object to legal counsel to Pan American making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided, however, that Minefinders is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Minefinders will also oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, Minefinders is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithPan American.

Court Proceedings. KML Subject to the terms of this Agreement, Hecla will cooperate with, assist and consent to Alexco seeking the Interim Order and the Final Order, including by providing Alexco on a timely basis any information required to be supplied by Hecla in connection therewith. Alexco will provide Pembina and its legal counsel to Hecla with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained thereincomments. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML Alexco will also provide legal counsel to Pembina Hecla on a timely basis with copies of any notice of appearance or notice of intent to oppose and any evidence or other Court documents served on KML Alexco or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Alexco shall ensure that all materials filed with the Court in connection with the Arrangement are consistent with the terms of this Agreement and the Plan of Arrangement. Subject to applicable LawsLaw, KML Alexco will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with PembinaHecla’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided that nothing herein shall require Pembina Hecla to agree or consent to any increased purchase price increase in or other consideration variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases PembinaHecla’s obligations obligations, or diminishes or limits Hecla’ rights, set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML shall oppose any proposal from any Person that would result in In addition, Alexco will not object to legal counsel to Hecla making such submissions on the Interim Order or Final Order containing any provision that is inconsistent with this Agreement. Subject to hearing of the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate with and assist KML in seeking motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided, that Alexco is advised of the nature of any submissions with reasonably sufficient time prior to such hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Alexco will also oppose any appearance, proposal or motion from any party on the hearing of the motion for the Interim Order and the application for the Final Order which is inconsistent with this Agreement or the Plan of Arrangement. If at any time after the issuance of the Final Order and prior to the Effective Date, Alexco is required by the terms of the Final Order or by Law to return to the Court with respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basis, any information reasonably required to be supplied by Pembina and in connection therewithconsultation and cooperation with Hecla.

Court Proceedings. KML ValGold will provide Pembina and its legal counsel to Metalla with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromcomments. Subject to applicable LawsLaw, KML ValGold will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.6 or with PembinaMetalla’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided provided, however, that nothing herein shall require Pembina Metalla to agree or consent to any increased purchase price or other increase in consideration or other modification or amendment to such filed or served materials that expands or increases PembinaMetalla’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML ValGold shall also provide to Metalla’s legal counsel on a timely basis copies of any notice of appearance or other Court documents served on ValGold in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by ValGold indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. ValGold will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, ValGold will not object to legal counsel to Metalla making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided, however, that ValGold is advised of the nature of any submissions prior to the hearing. ValGold will also oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, ValGold is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall only do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithMetalla.

Court Proceedings. KML Subject to the terms of this Agreement, CBK will cooperate with and assist RDK in seeking the Interim Order and the Final Order, including by providing RDK on a timely basis any information reasonably required to be supplied by CBK in connection therewith. RDK will provide Pembina and its legal counsel to CBK with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromcomments. Subject to applicable LawsLaw, KML RDK will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.6 or with PembinaCBK’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided provided, however, that nothing herein shall require Pembina CBK to agree or consent to any increased purchase price or other increase in consideration or other modification or amendment to such filed or served materials that expands or increases PembinaCBK’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML RDK shall also provide to CBK’s legal counsel on a timely basis copies of any notice of appearance or other Court documents served on RDK in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by RDK indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. RDK will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, RDK will not object to legal counsel to CBK making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided, however, that RDK is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. RDK will use commercially reasonable efforts to oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, RDK is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithCBK.

Court Proceedings. KML Subject to the terms of this Agreement, eOne will diligently pursue and the Purchaser will cooperate with and assist eOne in seeking the Interim Order and the Final Order, including by providing eOne on a timely basis any information reasonably required to be supplied by the Purchaser or Acquireco in connection therewith. eOne will provide Pembina and its legal counsel to the Purchaser with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained thereincomments. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML eOne will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by Section 2.3(c) of this Agreement and this Section 2.7 or with Pembinathe Purchaser’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided that nothing herein shall require Pembina the Purchaser to agree or consent to any increased purchase price or other consideration increase in Consideration or other modification or amendment to such filed or served materials that expands or increases Pembinathe Purchaser’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML eOne shall also provide to the Purchaser’s outside counsel on a timely basis copies of any notice of appearance or other Court documents served on eOne in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by eOne indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. eOne will ensure that all materials filed with the Court in connection with the Arrangement are consistent with the terms of this Arrangement Agreement and the Plan of Arrangement. In addition, eOne will not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that eOne is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Arrangement Agreement and the Plan of Arrangement. eOne will also oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Arrangement Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, eOne is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewiththe Purchaser.

Court Proceedings. KML will Subject to the terms of this Agreement, MZKR shall cooperate with and assist Instadose in seeking the Interim Order and the Final Order, including by providing to Instadose, on a timely basis, any information reasonably required to be supplied by MZKR in connection therewith. Instadose shall provide Pembina and its MZKR’s legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement and will give reasonable consideration to all such comments. Subject to applicable Law, Instadose shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.8 or with MZKR’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require MZKR to agree or consent to any increase in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases MZKR’s obligations, or diminishes or limits MZKR’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement, including by providing . Instadose shall also provide to MZKR’s legal counsel on a timely basis a description basis, copies of any information required notice of appearance, evidence or other Court documents served on Instadose in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Instadose indicating any intention to be supplied by Pembina for inclusion in such material, prior oppose the granting of the Interim Order or the Final Order or to appeal the service and filing of that material, and will accept Interim Order or the reasonable comments of Pembina and its legal counsel with respect to any such information required to be supplied by Pembina and included in such material and any other matters contained thereinFinal Order. KML will Instadose shall ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will Instadose shall not object to MZKR’s legal counsel to Pembina making such submissions on the application hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that Instadose is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. KML will Instadose shall also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembina’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s obligations set forth in any such filed or served materials or under this Agreement. KML shall oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, Instadose is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithMZKR.

Court Proceedings. KML will SMART shall provide Pembina AcquisitionCo and its legal counsel with a reasonable opportunity to review and comment upon drafts of the Interim Order, the Final Order and all other material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina the Purchaser Parties for inclusion in such material, prior to the service and filing of that material, and will shall accept the reasonable comments of Pembina AcquisitionCo and its legal counsel with respect to any such information required to be supplied by Pembina the Purchaser Parties and included in such material and any other matters contained therein. KML will SMART shall ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will SMART shall not object to legal counsel to Pembina AcquisitionCo making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of ArrangementArrangement and provided further that SMART and its legal counsel are advised of the nature of any such submissions prior to the hearing. KML will SMART shall also provide legal counsel to Pembina AcquisitionCo on a timely basis with copies of any notice and evidence served on KML SMART or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromtherefrom and any notice, written or oral, indicating the intention of any person to appeal or oppose the granting of the Interim Order or the Final Order. Subject to applicable Laws, KML will SMART shall not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will shall not agree to modify or amend materials so filed or served, except as contemplated hereby or with PembinaAcquisitionCo’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina AcquisitionCo to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases PembinaAcquisitionCo’s obligations set forth in any such filed or served materials or under this Agreement. KML shall oppose any proposal from any Person that would result in the Interim Order or Final Order containing any provision that is inconsistent with this Agreement. Subject to the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate with and assist KML in seeking the Interim Order and the Final Order, including by providing to KML, on a timely basis, any information reasonably required to be supplied by Pembina in connection therewith.

Court Proceedings. KML will Subject to the terms of this Agreement, Stryker shall cooperate with and assist Novadaq in seeking the Interim Order and the Final Order, including by providing to Novadaq, on a timely basis, any information reasonably required to be supplied by Stryker in connection therewith. Novadaq shall provide Pembina and its Stryker’s legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including and will give reasonable consideration to all such comments. Subject to applicable Law, Novadaq shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by providing this Section 2.8 or with Stryker’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require Stryker to agree or consent to any increase in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases Stryker’s obligations, or diminishes or limits Stryker’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. Novadaq shall also provide to Stryker’s legal counsel on a timely basis a description basis, copies of any information required notice of appearance, evidence or other Court documents served on Novadaq in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Novadaq indicating any intention to be supplied by Pembina for inclusion in such material, prior oppose the granting of the Interim Order or the Final Order or to appeal the service and filing of that material, and will accept Interim Order or the reasonable comments of Pembina and its legal counsel with respect to any such information required to be supplied by Pembina and included in such material and any other matters contained thereinFinal Order. KML will Novadaq shall ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will Novadaq shall not object to Stryker’s legal counsel to Pembina making such submissions on the application hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided that Novadaq is advised of the nature of any submissions with reasonably sufficient time prior to the hearing and agrees with them, provided acting reasonably, and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. KML will Novadaq shall also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembina’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s obligations set forth in any such filed or served materials or under this Agreement. KML shall oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, Novadaq is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithStryker.

Court Proceedings. KML Subject to the terms of this Agreement, Endeavour will cooperate with and assist Avion in seeking the Interim Order and the Final Order, including by providing Avion on a timely basis any information reasonably required to be supplied by Endeavour in connection therewith. Avion will provide Pembina and its legal counsel to Endeavour with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromcomments. Subject to applicable LawsLaw, KML Avion will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.7 or with PembinaEndeavour’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided provided, however, that nothing herein shall require Pembina Endeavour to agree or consent to any increased purchase price or other consideration increase in Consideration or other modification or amendment to such filed or served materials that expands or increases PembinaEndeavour’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML Avion shall also provide to Endeavour’s legal counsel on a timely basis copies of any notice of appearance or other Court documents served on Avion in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Avion indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Avion will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, Avion will not object to legal counsel to Endeavour making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided, however, that Avion is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Avion will also oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, Avion is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithEndeavour.

Court Proceedings. KML Fission will provide Pembina Xxxxxxx and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to Interim Order and the service and filing of that materialFinal Order, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to all such comments. Subject to applicable Law, Fission will not file any such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriateOrder, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Agreement, the Plan of Arrangement, or with Pembina’s Xxxxxxx’x prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided provided, however, that nothing herein shall require Pembina Xxxxxxx to agree or consent to any increased purchase price or other consideration increase in Consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s Xxxxxxx’x obligations set forth in any such filed or served materials or under this AgreementAgreement or the Plan of Arrangement. KML Fission shall oppose also provide to Xxxxxxx and to Xxxxxxx’x legal counsel on a timely basis copies of any proposal from any Person that would result notice of appearance or other Court documents served on Fission in respect of the application for the Interim Order or the Final Order containing or any provision appeal therefrom and of any notice, whether written or oral, received by Fission indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Fission will ensure that is inconsistent all materials filed with this Agreement. Subject to the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate Court in connection with and assist KML in seeking the Interim Order and the Final Order, including are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, Fission will not object to legal counsel to Xxxxxxx making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided, however, that Fission is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Fission will also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, Fission is required by providing the terms of the Final Order or by Law to KMLreturn to Court with respect to the Final Order, on a timely basisit shall do so after notice to, any information reasonably required to be supplied by Pembina and in connection therewithconsultation and cooperation with, Xxxxxxx.

Court Proceedings. KML Subject to the terms of this Agreement, Maple will cooperate with and assist TMX Group in seeking the Subsequent Arrangement Interim Order and the Subsequent Arrangement Final Order, including by providing to TMX Group, on a timely basis, any information reasonably required to be supplied by Maple in connection therewith. TMX Group will provide Pembina and its legal counsel Maple’s outside counsel, as specified in Section 9.1(a), with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Subsequent Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to all such comments. Subject to applicable Law, TMX Group will not file any such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Subsequent Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 3.6 or with PembinaMaple’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided that nothing herein shall require Pembina Maple to agree or consent to any increased purchase price increase in or other consideration variation in the form of the Subsequent Arrangement Consideration or other modification or amendment to such filed or served materials that expands or increases PembinaMaple’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Subsequent Arrangement. KML TMX Group shall oppose also provide to Maple’s outside counsel, as specified in Section 9.1(a) and on a timely basis, copies of any proposal from any Person that would result notice of appearance or other Court documents served on TMX Group in respect of the application for the Subsequent Arrangement Interim Order or the Subsequent Arrangement Final Order containing or any provision appeal therefrom and of any notice, whether written or oral, received by TMX Group indicating any intention to oppose the granting of the Subsequent Arrangement Interim Order or the Subsequent Arrangement Final Order or to appeal the Subsequent Arrangement Interim Order or the Subsequent Arrangement Final Order. TMX Group will ensure that is inconsistent all materials filed with this Agreement. Subject to the Court in connection with the Subsequent Arrangement are consistent in all material respects with the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate with the Maple Offer Documents and assist KML in seeking the Subsequent Plan of Arrangement. In addition, TMX Group will not object to legal counsel to Maple making such submissions on the hearing of the motion for the Subsequent Arrangement Interim Order and the application for the Subsequent Arrangement Final Order as such counsel considers appropriate, provided that TMX Group is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement, the Maple Offer Documents and the Subsequent Plan of Arrangement. TMX Group will also oppose any proposal from any party that the Subsequent Arrangement Final Order contain any provision inconsistent with this Agreement or the Maple Offer Documents, and, if at any time after the issuance of the Subsequent Arrangement Final Order and prior to the Subsequent Arrangement Effective Date, TMX Group is required by the terms of the Subsequent Arrangement Final Order or by Law to return to Court with respect to the Subsequent Arrangement Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithMaple.

Court Proceedings. KML Subject to the terms of this Agreement, Premier will diligently pursue, and Equinox Gold will cooperate with Premier in seeking, the Interim Order and the Final Order. Premier will provide Pembina and its legal counsel to Equinox Gold with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing and will give reasonable consideration to all such comments. Premier will also provide legal counsel to Equinox Gold on a timely basis a description with copies of any information required notice of appearance or notice of intent to be supplied by Pembina oppose and any evidence served on Premier or its legal counsel in respect of the application for inclusion the Interim Order or the Final Order or any appeal therefrom. Subject to applicable Law, Premier will not file any material with the Court in connection with the Arrangement or serve any such material, prior to the service and filing of that material, and will accept the reasonable comments of Pembina and its legal counsel not agree to modify or amend materials so filed or served, except as contemplated hereby or with respect Equinox Gold’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that nothing herein shall require Equinox Gold to agree or consent to any increase in the Consideration Shares, or other modification or amendment to such information required to be supplied by Pembina and included filed or served materials that expands or increases Equinox Gold’s obligations, or diminishes or limits Equinox Gold’s rights set forth in such material and any other matters contained thereinthis Agreement. KML Premier will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML Premier will not object to legal counsel to Pembina Equinox Gold making such submissions on in support of the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably, provided Equinox Gold advises Premier of the nature of such submissions prior to the application and such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembina’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s obligations set forth in any such filed or served materials or under this Agreement. KML shall oppose any proposal from any Person that would result in the Interim Order or Final Order containing any provision that is inconsistent with this Agreement. Subject to the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate with and assist KML in seeking the Interim Order and the Final Order, including by providing to KML, on a timely basis, any information reasonably required to be supplied by Pembina in connection therewith.

Court Proceedings. KML Subject to the terms of this Agreement, Coeur will cooperate with and assist Orko in seeking the Interim Order and the Final Order, including by providing Orko on a timely basis any information reasonably required to be supplied by Coeur in connection therewith. Orko will provide Pembina and its legal counsel to Coeur with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromcomments. Subject to applicable LawsLaw, KML Orko will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.6 or with PembinaCoeur’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided provided, however, that nothing herein shall require Pembina Coeur to agree or consent to any increased purchase price or other increase in consideration or other modification or amendment to such filed or served materials that expands or increases PembinaCoeur’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML Orko shall also provide to Coeur’s legal counsel on a timely basis copies of any notice of appearance or other Court documents served on Orko in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Orko indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Orko will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, Orko will not object to legal counsel to Coeur making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided, however, that Orko is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Orko will also oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, Orko is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithCoeur.

Court Proceedings. KML Subject to the terms of this Agreement, Xxxxxx will cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing the Company on a timely basis any information reasonably required to be supplied by Xxxxxx in connection therewith. The Company will provide Pembina and its legal counsel to Xxxxxx with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromcomments. Subject to applicable LawsLaw, KML the Company will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.7 or with PembinaWalter’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided provided, however, that nothing herein shall require Pembina Xxxxxx to agree or consent to any increased purchase price or other consideration increase in the Consideration or other modification or amendment to such filed or served materials that expands or increases PembinaWalter’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML The Company shall also provide to Walter’s legal counsel on a timely basis copies of any notice of appearance or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Arrangement Agreement and the Plan of Arrangement. In addition, the Company will not object to legal counsel to Xxxxxx making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Company is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Arrangement Agreement and the Plan of Arrangement. The Company will also oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Arrangement Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithXxxxxx.

Court Proceedings. KML Subject to the terms of this Agreement, GG and FCR will cooperate with and assist GAA in seeking the Interim Order and the Final Order, including by providing to GAA, on a timely basis, any information reasonably required to be supplied by GG or FCR, as the case may be, in connection therewith. GAA will provide Pembina and its legal counsel to each of GG and FCR with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including and will give reasonable consideration to all such comments. Subject to applicable Law, GAA will not file any material with the Court in connection with the Arrangement or serve any such material, and will agree to not modify or amend materials so filed or served, except as contemplated by providing this Section 2.7, as required by the Court or with each of GG and FCR’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that nothing herein shall require GG or FCR to agree or consent to any increase in Consideration or other modification or amendment to such filed or served materials that expands or increases either of GG or FCR’s obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. GAA shall also provide to GG and FCR’s respective legal counsel on a timely basis a description copies of any information required notice of appearance or other Court documents served on GAA in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by GAA indicating any intention to be supplied by Pembina for inclusion in such material, prior oppose the granting of the Interim Order or the Final Order or to appeal the service and filing of that material, and will accept Interim Order or the reasonable comments of Pembina and its legal counsel with respect to any such information required to be supplied by Pembina and included in such material and any other matters contained thereinFinal Order. KML GAA will ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML GAA will not object to legal counsel to Pembina GG and/or FCR making submissions on the application hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that GAA is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. KML GAA will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembina’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s obligations set forth in any such filed or served materials or under this Agreement. KML shall oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, GAA is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithGG and FCR.

Court Proceedings. KML Aurizon will diligently pursue obtaining the Interim Order and the Final Order and ensure that all material filed with the Court is consistent with this Agreement and the Plan of Arrangement. Subject to the terms of this Agreement, Hecla will co-operate with, assist and consent to Aurizon seeking the Interim Order and the Final Order, including by providing Aurizon on a timely basis any information required to be supplied by Hecla in connection therewith. Aurizon will provide Pembina and its legal counsel to Hecla with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained thereincomments. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML Aurizon will also provide legal counsel to Pembina Hecla on a timely basis with copies of any notice of appearance or notice of intent to oppose and any evidence served on KML Aurizon or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to applicable LawsLaw, KML Aurizon will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with PembinaHecla’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; , provided that nothing herein shall require Pembina Hecla to agree or consent to any increased purchase price or other consideration increase in the Consideration or other modification or amendment to such filed or served materials that expands or increases PembinaHecla’s obligations set forth in any such filed or served materials or under this Agreement. KML shall Aurizon will oppose any proposal from any Person person that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject to , and if required by the terms of this Agreementthe Final Order or by Law to return to Court with respect to the Final Order do so only after notice to, Pembina shall use commercially reasonable efforts cooperate and in consultation and cooperation with and assist KML in seeking Hecla. Aurizon will not object to legal counsel to Hecla making such submissions on the application for the Interim Order and the application for the Final OrderOrder as such counsel considers appropriate, including by providing provided that such submissions are consistent with this Agreement and the Plan of Arrangement and provided further that Aurizon and its legal counsel are advised of the nature of any such submissions prior to KML, on a timely basis, any information reasonably required to be supplied by Pembina in connection therewiththe hearing.

Court Proceedings. KML Subject to the terms of this Agreement, Auryn will cooperate with and assist Eastmain in seeking the Eastmain Interim Order and the Eastmain Final Order, including by providing Eastmain on a timely basis any information reasonably required to be supplied by Auryn in connection therewith. Eastmain will provide Pembina and its legal counsel to Auryn with reasonable opportunity to review and comment upon drafts of all material to be filed with the Ontario Court in connection with the Eastmain Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to all such comments. Subject to applicable Law, Eastmain will not file any such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Ontario Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Eastmain Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.7 or with PembinaAuryn’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided that provided, that, nothing herein shall require Pembina Auryn to agree or consent to any increased purchase price or other consideration increase in the Eastmain Securityholder Consideration or other modification or amendment to such filed or served materials that expands or increases PembinaAuryn’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Eastmain Arrangement. KML Eastmain shall also provide to Auryn’s legal counsel on a timely basis copies of any notice of appearance or other Ontario Court documents served on Eastmain in respect of the application for the Eastmain Interim Order or the Eastmain Final Order or any appeal therefrom and of any notice, whether written or oral, received by Eastmain indicating any intention to oppose the granting of the Eastmain Interim Order or the Eastmain Final Order or to appeal the Eastmain Interim Order or the Eastmain Final Order. Eastmain will ensure that all materials filed with the Ontario Court in connection with the Eastmain Arrangement are consistent in all material respects with the terms of this Agreement and the Eastmain Arrangement. In addition, Eastmain will not object to legal counsel to Auryn making such submissions on the hearing of the motion for the Eastmain Interim Order and the application for the Eastmain Final Order as such counsel considers appropriate, provided that Eastmain is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Eastmain Arrangement. Eastmain will also oppose any proposal from any Person party that would result in the Interim Order or Eastmain Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Eastmain Final Order and prior to the Effective Date, Eastmain is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Eastmain Final Order or by Law to return to Ontario Court with and assist KML in seeking respect to the Interim Order and the Eastmain Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithAuryn.

Court Proceedings. KML Subject to the terms of this Agreement, Fortuna will cooperate with and assist Goldrock in seeking the Interim Order and the Final Order, including by providing Goldrock on a timely basis any information reasonably required to be supplied by Fortuna in connection therewith. Goldrock will provide Pembina and its legal counsel to Fortuna with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromcomments. Subject to applicable LawsLaw, KML Goldrock will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.7 or with Pembina’s Fortuna's prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided provided, however, that nothing herein shall require Pembina Fortuna to agree or consent to any increased purchase price or other consideration increase in the Consideration Shares to be issued under the Plan of Arrangement or other modification or amendment to such filed or served materials that expands or increases Pembina’s Fortuna's obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML Goldrock shall also provide to Fortuna's legal counsel on a timely basis copies of any notice of appearance or other Court documents served on Goldrock in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Goldrock indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Goldrock will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, Goldrock will not object to legal counsel to Fortuna making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided, however, that Goldrock is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Goldrock will also oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, Goldrock is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithFortuna.

Court Proceedings. KML Each of the Partnership Entities and the Corporation will provide Pembina the Purchaser and its legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina the Purchaser for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable consideration to all such comments of Pembina the Purchaser and its legal counsel with respect to any such information required to be supplied by Pembina counsel. Each of the Partnership Entities and included in such material and any other matters contained therein. KML the Corporation will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement Agreement, the agreements that it contemplates and the Plan of Arrangement. In addition, KML each of the Partnership Entities and the Corporation agree that it will not object to legal counsel to Pembina the Purchaser making submissions on behalf of the Purchaser on the application (and the hearing of the motion) for the Interim Order and the application (and the hearing of the motion) for the Final Order as such counsel considers appropriate, provided that the Partnership Entities and the Corporation are advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement Agreement, the agreements that it contemplates and the Plan of Arrangement. KML Each of the Partnership Entities and the Corporation will also provide to legal counsel to Pembina the Purchaser on a timely basis with copies of any notice and evidence served on KML it or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to applicable LawsLaw, KML none of the Partnership Entities and the Corporation will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembinathe Purchaser’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided that nothing herein shall require Pembina the Purchaser to agree or consent to any increased purchase price or other increase in the consideration contemplated in connection with the Arrangement or other modification or amendment to such filed or served materials that expands or increases Pembinathe Purchaser’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML The Partnership Entities and the Corporation shall also provide to the Purchaser’s outside counsel on a timely basis copies of any notice of appearance or other Court documents served on any of the Partnership Entities and/or the Corporation in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by any of the Partnership Entities and/or the Corporation indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Each of the Partnership Entities and the Corporation will also oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Arrangement Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, any of the Partnership Entities and/or the Corporation is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewiththe Purchaser.

Court Proceedings. KML Subject to the terms of this Agreement, First Majestic will cooperate with and assist Primero in seeking the Interim Order and the Final Order, including by providing Primero on a timely basis any information required to be supplied by First Majestic in connection therewith. Primero will provide Pembina and its legal counsel to First Majestic with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromcomments. Subject to applicable Laws, KML Primero will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.6 or with Pembina’s First Majestics prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided provided, however, that nothing herein shall require Pembina First Majestic to agree or consent to any increased purchase price or other increase in consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s First Majestics obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML Primero shall also provide to First Majestics legal counsel on a timely basis copies of any notice of appearance or other Court documents served on Primero in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Primero indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Primero will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, Primero will not object to legal counsel to First Majestic making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided, however, that Primero is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Primero will also oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, Primero is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithFirst Majestic.

Court Proceedings. KML will DirectCash shall provide Pembina the Parent and its their legal counsel with a reasonable opportunity to review and comment upon drafts of the Interim Order, the Final Order and all other material to be filed with the Court in connection with the Arrangement, including by providing providing, on a timely basis basis, a description of any information required to be supplied by Pembina the Parent for inclusion in such material, prior to the service and filing of that material, and will shall accept the reasonable comments of Pembina the Parent and its their legal counsel with respect to any such information required to be supplied by Pembina the Parent and included in such material and shall reasonably consider their comments with respect to any other matters contained therein. KML will DirectCash shall ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will DirectCash shall not object to legal counsel to Pembina the Parent making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that such submissions are consistent with this Agreement and the Plan of ArrangementArrangement and provided further that DirectCash and its legal counsel are advised of the nature of any such submissions prior to the hearing. KML will DirectCash shall also provide legal counsel to Pembina the Parent on a timely basis with copies of any notice and evidence served on KML DirectCash or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromtherefrom and any notice, written or oral, indicating the intention of any person to appeal or oppose the granting of the Interim Order or the Final Order. Subject to applicable Laws, KML will DirectCash shall not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will shall not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembinathe Parent’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina the Parent to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembinathe Parent’s obligations set forth in any such filed or served materials or under this Agreement. KML shall oppose any proposal from any Person that would result in the Interim Order or Final Order containing any provision that is inconsistent with this Agreement. Subject to the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate with and assist KML in seeking the Interim Order and the Final Order, including by providing to KML, on a timely basis, any information reasonably required to be supplied by Pembina in connection therewith.

Court Proceedings. KML will Subject to the terms of this Agreement, Mitel shall cooperate with and assist Aastra in seeking the Interim Order and the Final Order, including by providing to Aastra, on a timely basis, any information reasonably required to be supplied by Mitel in connection therewith. Aastra shall provide Pembina and its Mitel’s legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including and will give reasonable consideration to all such comments. Subject to applicable Law, Aastra shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by providing this Section 2.10 or with Mitel’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that nothing herein shall require Mitel to agree or consent to any increase in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases Mitel’s obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. Aastra shall also provide to Mitel’s legal counsel on a timely basis a description basis, copies of any information required notice of appearance or other Court documents served on Aastra in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Aastra indicating any intention to be supplied by Pembina for inclusion in such material, prior oppose the granting of the Interim Order or the Final Order or to appeal the service and filing of that material, and will accept Interim Order or the reasonable comments of Pembina and its legal counsel with respect to any such information required to be supplied by Pembina and included in such material and any other matters contained thereinFinal Order. KML will Aastra shall ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will Aastra shall not object to legal counsel to Pembina Mitel making such submissions on the application hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that Aastra is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. KML will Aastra shall also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembina’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s obligations set forth in any such filed or served materials or under this Agreement. KML shall oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, Aastra is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithMitel.

Court Proceedings. KML Subject to the terms of this Agreement, Endeavour will cooperate with and assist True Gold in seeking the Interim Order and the Final Order, including by providing True Gold on a timely basis any information reasonably required to be supplied by Endeavour in connection therewith. True Gold will provide Pembina and its legal counsel to Endeavour with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromcomments. Subject to applicable LawsLaw, KML True Gold will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.7 or with Pembina’s Endeavour's prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided provided, however, that nothing herein shall require Pembina Endeavour to agree or consent to any increased purchase price or other consideration increase in Consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s Endeavour's obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML True Gold shall also provide to Endeavour's legal counsel on a timely basis copies of any notice of appearance or other Court documents served on True Gold in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by True Gold indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. True Gold will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, True Gold will not object to legal counsel to Endeavour making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided, however, that True Gold is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. True Gold will also oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, True Gold is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithEndeavour.

Court Proceedings. KML Subject to the terms of this Agreement, Metanor will cooperate with and assist Bonterra in seeking the Bonterra Interim Order and the Bonterra Final Order, including by providing Bonterra on a timely basis any information reasonably required to be supplied by Metanor in connection therewith. Bonterra will provide Pembina and its legal counsel to Metanor with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Bonterra Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to all such comments. Subject to applicable Law, Bonterra will not file any such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Bonterra Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 3.6 or with PembinaMetanor’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided that provided, that, nothing herein shall require Pembina Metanor to agree or consent to any increased purchase price or other consideration decrease in Consideration or other modification or amendment to such filed or served materials that expands or increases PembinaMetanor’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Bonterra Arrangement. KML Bonterra shall also provide to Metanor’s legal counsel on a timely basis copies of any notice of appearance or other Court documents served on Bonterra in respect of the application for the Bonterra Interim Order or the Bonterra Final Order or any appeal therefrom and of any notice, whether written or oral, received by Bonterra indicating any intention to oppose the granting of the Bonterra Interim Order or the Bonterra Final Order or to appeal the Bonterra Interim Order or the Bonterra Final Order. Bonterra will ensure that all materials filed with the Court in connection with the Bonterra Arrangement are consistent in all material respects with the terms of this Agreement and the Bonterra Plan of Arrangement. Bonterra will also oppose any proposal from any Person party that would result in the Interim Order or Bonterra Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Bonterra Final Order and prior to the Effective Date, Bonterra is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Bonterra Final Order or by Law to return to Court with and assist KML in seeking respect to the Interim Order and the Bonterra Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithMetanor.

Court Proceedings. KML Zazu will provide Pembina and its legal counsel Solitario with a reasonable opportunity to review and comment upon drafts of all material materials to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, Arrangement prior to the service and filing of that material, such materials and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any such information required to be supplied by Pembina and included in such material and any other matters contained thereincomments. KML Zazu will ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable LawsLaw, KML Zazu will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.6 or with Pembina’s Solitario's prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided , provided, however, that nothing herein shall will require Pembina Solitario to agree or consent to any increased purchase price increase or other change in the consideration payable under the terms of the Plan of Arrangement or other any modification or amendment to such filed or served materials that expands or increases Pembina’s Solitario's obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML shall oppose any proposal from any Person that would result in In addition, Zazu will not object to legal counsel to Solitario making such submissions on the Interim Order or Final Order containing any provision that is inconsistent with this Agreement. Subject to hearing of the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate with and assist KML in seeking motion for the Interim Order and the application for the Final OrderOrder as such counsel considers appropriate, including by providing provided that Zazu or its legal counsel is advised of the nature of any submissions prior to KML, the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. Zazu will also provide Solitario on a timely basisbasis with copies of any notice of appearance and evidence or other documents served on Zazu or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by Zazu or its legal counsel indicating any information reasonably required intention to be supplied by Pembina in connection therewithoppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order.

Court Proceedings. KML The Company will provide Pembina the Purchaser and its legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina the Purchaser for inclusion in such material, prior to the service and filing of that material, and will accept the reasonable comments of Pembina the Purchaser and its legal counsel with respect to any such information required to be supplied by Pembina the Purchaser and included in such material and any other matters contained therein. KML The Company will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML the Company will not object to legal counsel to Pembina the Purchaser making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML The Company will also provide legal counsel to Pembina the Purchaser on a timely basis with copies of any notice and evidence served on KML the Company or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML the Company will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembinathe Purchaser’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided that nothing herein shall require Pembina the Purchaser to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembinathe Purchaser’s obligations set forth in any such filed or served materials or under this Agreement. KML The Company shall oppose any proposal from any Person that would result in the Interim Order or Final Order containing any provision that is inconsistent with this Agreement. Subject to the terms of this Agreement, Pembina the Purchaser shall use commercially reasonable efforts to cooperate with and assist KML the Company in seeking the Interim Order and the Final Order, including by providing to KMLthe Company, on a timely basis, any information reasonably required to be supplied by Pembina the Purchaser in connection therewith.

Court Proceedings. KML (a) Subject to the terms of this Agreement, Terrace shall use reasonable all commercially reasonable efforts to pursue, and Terrace and Purchaser shall cooperate with each other in pursuing, the Interim Order and the Final Order. Terrace will provide Pembina Purchaser and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to Interim Order and the service and filing of that materialFinal Order, and will accept the incorporate all reasonable comments of Pembina Purchaser and its legal counsel with respect counsel. Subject to applicable Law, Terrace will not file any such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriateOrder, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Agreement, the Plan of Arrangement, or with PembinaPurchaser’s prior written consent, such consent not to be unreasonably withheld withheld, delayed or delayedconditioned; provided provided, however, that nothing herein shall require Pembina Purchaser to agree or consent to any increased purchase price or other consideration increase in Consideration or other modification or amendment to such filed or served materials that expands or increases PembinaPurchaser’s obligations or liabilities set forth in any such filed or served materials or under this AgreementAgreement or the Plan of Arrangement. KML Terrace shall oppose also provide to Purchaser and to Purchaser’s legal counsel on a timely basis copies of any proposal from any Person that would result notice of appearance or other Court documents served on Terrace in respect of the application for the Interim Order or the Final Order containing or any provision appeal therefrom and of any notice, whether written or oral, received by Terrace indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Terrace will ensure that is inconsistent all materials filed with this Agreement. Subject to the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate Court in connection with and assist KML in seeking the Interim Order and the Final Order, including are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, Xxxxxxx will not object to legal counsel to Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably, provided, however, that Terrace is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Xxxxxxx will also oppose any proposal from any party that the Interim Order or the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Time, Terrace is required by providing the terms of the Final Order or by Law to KMLreturn to Court with respect to the Final Order, on a timely basisit shall do so only after reasonable advance notice to, any information reasonably required to be supplied by Pembina and in connection therewithconsultation and cooperation with, Purchaser.

Court Proceedings. KML Subject to the terms of this Agreement, Gold Royalty will cooperate with, assist and consent to Exx seeking the Interim Order and the Final Order, including by providing Exx on a timely basis any information required to be supplied by Gold Royalty as required by Law or reasonably requested by Exx in connection therewith. Exx shall provide Pembina Gold Royalty and its legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing and will give reasonable consideration to all such comments. Exx will also provide Gold Royalty and its legal counsel, on a timely basis a description of any information required to be supplied by Pembina for inclusion in such materialbasis, prior to the service and filing of that material, and will accept the reasonable comments of Pembina and its legal counsel with respect to any such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice of appearance or notice of intent to oppose and any evidence served on KML Exx or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to applicable LawsLaw, KML Exx will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with PembinaGold Royalty’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided that nothing herein shall require Pembina Gold Royalty to agree or consent to any increased purchase price or other consideration increase in Consideration or other modification or amendment to such filed or served materials that expands or increases PembinaGold Royalty’s obligations set forth in any such filed or served materials or under this Agreement. KML shall oppose any proposal from any Person that would result in In addition, Exx will not object to legal counsel to Gold Royalty making such submissions on the Interim Order or Final Order containing any provision that is inconsistent with this Agreement. Subject to hearing of the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate with and assist KML in seeking motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided, that Exx is advised of the nature of any submissions prior to such hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Exx will also oppose any appearance, proposal or motion from any third party on the hearing of the motion for the Interim Order and the application for the Final Order which is inconsistent with this Agreement or the Plan of Arrangement. If at any time after the issuance of the Final Order and prior to the Effective Date, Exx is required by the terms of the Final Order or by Law to return to the Court with respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithGold Royalty.

Court Proceedings. KML Subject to the terms of this Agreement, Eastmain will cooperate with and assist Auryn in seeking the Auryn Interim Order and the Auryn Final Order, including by providing Auryn on a timely basis any information reasonably required to be supplied by Eastmain in connection therewith. Auryn will provide Pembina and its legal counsel to Eastmain with reasonable opportunity to review and comment upon drafts of all material to be filed with the BC Court in connection with the Auryn Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to all such comments. Subject to applicable Law, Auryn will not file any such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the BC Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Auryn Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 3.6 or with PembinaEastmain’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided that provided, that, nothing herein shall require Pembina Eastmain to agree or consent to any increased purchase price or other consideration decrease in Eastmain Securityholder Consideration or other modification or amendment to such filed or served materials that expands or increases PembinaEastmain’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Auryn Arrangement. KML shall Auryn will ensure that all materials filed with the BC Court in connection with the Auryn Arrangement are consistent in all material respects with the terms of this Agreement and the Auryn Arrangement. Auryn will also oppose any proposal from any Person party that would result in the Interim Order or Auryn Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Auryn Final Order and prior to the Effective Date, Auryn is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Auryn Final Order or by Law to return to BC Court with and assist KML in seeking respect to the Interim Order and the Auryn Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithEastmain.

Court Proceedings. KML Subject to the terms of this Agreement, Primero will cooperate with and assist Brigus in seeking the Interim Order and the Final Order, including by providing Brigus on a timely basis any information reasonably required to be supplied by Primero in connection therewith. Brigus will provide Pembina and its legal counsel to Primero with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromcomments. Subject to applicable LawsLaw, KML Brigus will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.6 or with PembinaPrimero’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided provided, however, that nothing herein shall require Pembina Primero to agree or consent to any increased purchase price or other consideration increase in Consideration or other modification or amendment to such filed or served materials that expands or increases PembinaPrimero’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML Brigus shall also provide to Primero’s legal counsel on a timely basis copies of any notice of appearance or other Court documents served on Brigus in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Brigus indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Brigus will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, Brigus will not object to legal counsel to Primero making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided, however, that Brigus is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Brigus will also oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, Brigus is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithPrimero.

Court Proceedings. KML will Subject to the terms of this Agreement, Akerna shall cooperate with and assist Ample in seeking the Interim Order and the Final Order, including by providing to Ample, on a timely basis, any information reasonably required to be supplied by Akerna in connection therewith. Ample shall provide Pembina and its Akerna’s legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including and will give reasonable consideration to all such comments. Subject to Applicable Law, Ample shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by providing this Section 2.10 or with Akerna’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require Akerna to agree or consent to any increase in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases Akerna’s obligations, or diminishes or limits Akerna’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. Ample shall also provide to Akerna’s legal counsel on a timely basis a description basis, copies of any information required notice of appearance, evidence or other Court documents served on Ample in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Ample indicating any intention to be supplied by Pembina for inclusion in such material, prior oppose the granting of the Interim Order or the Final Order or to appeal the service and filing of that material, and will accept Interim Order or the reasonable comments of Pembina and its legal counsel with respect to any such information required to be supplied by Pembina and included in such material and any other matters contained thereinFinal Order. KML will Ample shall ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will Ample shall not object to Akerna’s legal counsel to Pembina making such submissions on the application hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that Ample is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. KML will Ample shall also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembina’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s obligations set forth in any such filed or served materials or under this Agreement. KML shall oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, Ample is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Applicable Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithAkerna.

Court Proceedings. KML Subject to the terms of this Agreement, DXP and Acquiror will cooperate with and assist HSE in seeking the Interim Order and the Final Order, including by providing HSE on a timely basis any information required to be supplied by DXP and Acquiror in connection therewith. HSE will provide Pembina and its legal counsel to DXP and Acquiror with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromcomments. Subject to applicable LawsLaw, KML HSE will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.7 or with PembinaDXP’s and Acquiror’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided that nothing herein shall require Pembina DXP or Acquiror to agree or consent to any increased purchase price or other consideration increase in Consideration or other modification or amendment to such filed or served materials that expands or increases PembinaDXP’s and Acquiror’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML HSE shall also provide to DXP’s and Acquiror’s outside legal counsel on a timely basis copies of any notice of appearance or other Court documents served on HSE in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by HSE indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. HSE will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, HSE will not object to legal counsel to DXP and Acquiror making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that HSE is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement and are supportive thereof. HSE will use commercially reasonable efforts to oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, HSE is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithDXP and Acquiror.

Court Proceedings. KML Subject to the terms of this Agreement, Xxxxxxxx shall use reasonable best efforts to pursue, and Correvio and Purchaser shall cooperate with each other in pursuing, the Interim Order and the Final Order. Correvio will provide Pembina Purchaser and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to Interim Order and the service and filing of that materialFinal Order, and will accept the incorporate all reasonable comments of Pembina Purchaser and its legal counsel with respect counsel. Subject to applicable Law, Correvio will not file any such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriateOrder, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Agreement, the Plan of Arrangement, or with PembinaPurchaser’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided provided, however, that nothing herein shall require Pembina Purchaser to agree or consent to any increased purchase price or other consideration increase in Consideration or other modification or amendment to such filed or served materials that expands or increases PembinaPurchaser’s obligations or liabilities set forth in any such filed or served materials or under this AgreementAgreement or the Plan of Arrangement. KML Xxxxxxxx shall oppose also provide to Purchaser and to Purchaser’s legal counsel on a timely basis copies of any proposal from any Person that would result notice of appearance or other Court documents served on Correvio in respect of the application for the Interim Order or the Final Order containing or any provision appeal therefrom and of any notice, whether written or oral, received by Xxxxxxxx indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Xxxxxxxx will ensure that is inconsistent all materials filed with this Agreement. Subject to the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate Court in connection with and assist KML in seeking the Interim Order and the Final Order, including are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, Xxxxxxxx will not object to legal counsel to Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided, however, that Xxxxxxxx is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Xxxxxxxx will also oppose any proposal from any party that the Interim Order or the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Time, Correvio is required by providing the terms of the Final Order or by Law to KMLreturn to Court with respect to the Final Order, on a timely basisit shall do so only after reasonable advance notice to, any information reasonably required and in consultation and cooperation with, Purchaser. If the Courts in British Columbia are closed due to disease outbreaks, pandemics or epidemics or other related conditions, then the time to make application to the Court or convene and conduct the Correvio Meeting in Section 2.2(b), 2.3, 2.4 and 2.6 shall be supplied by Pembina tolled for such period as the Courts are closed plus three Business Days; provided that in connection therewithno event shall such tolling and three Business Day period extend beyond the Outside Date.

Court Proceedings. KML Subject to the terms of this Agreement, GSV will cooperate with, assist and consent to BMG seeking the Interim Order and the Final Order, including by providing BMG on a timely basis any information required to be supplied by GSV in connection therewith. BMG will provide Pembina and its legal counsel to GSV with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained thereincomments. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML BMG will also provide legal counsel to Pembina GSV on a timely basis with copies of any notice of appearance or notice of intent to oppose and any evidence served on KML BMG or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to applicable LawsLaw, KML BMG will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with PembinaGSV’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided that nothing herein shall require Pembina GSV to agree or consent to any increased purchase price or other consideration increase in Consideration or other modification or amendment to such filed or served materials that expands or increases PembinaGSV’s obligations set forth in any such filed or served materials or under this Agreement. KML shall In addition, BMG will not object to legal counsel to GSV making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided, however, that BMG is advised of the nature of any submissions prior to such hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. BMG will also oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contains any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, BMG is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to the Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basis, any information reasonably required to be supplied by Pembina and in connection therewithconsultation and cooperation with GSV.

Court Proceedings. KML Subject to the terms of this Agreement, First Majestic will cooperate with and assist Primero in seeking the Interim Order and the Final Order, including by providing Primero on a timely basis any information required to be supplied by First Majestic in connection therewith. Primero will provide Pembina and its legal counsel to First Majestic with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromcomments. Subject to applicable Laws, KML Primero will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.6 or with PembinaFirst Majestic’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided provided, however, that nothing herein shall require Pembina First Majestic to agree or consent to any increased purchase price or other increase in consideration or other modification or amendment to such filed or served materials that expands or increases PembinaFirst Majestic’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML Primero shall also provide to First Majestic’s legal counsel on a timely basis copies of any notice of appearance or other Court documents served on Primero in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Primero indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Primero will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, Primero will not object to legal counsel to First Majestic making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided, however, that Primero is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Primero will also oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, Primero is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithFirst Majestic.

Court Proceedings. KML Subject to the terms of this Agreement, First Majestic will cooperate with and assist Orko in seeking the Interim Order and the Final Order, including by providing Orko on a timely basis any information reasonably required to be supplied by First Majestic in connection therewith. Orko will provide Pembina and its legal counsel to First Majestic with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromcomments. Subject to applicable LawsLaw, KML Orko will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.6 or with PembinaFirst Majestic’s prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided provided, however, that nothing herein shall require Pembina First Majestic to agree or consent to any increased purchase price or other increase in consideration or other modification or amendment to such filed or served materials that expands or increases PembinaFirst Majestic’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML Orko shall also provide to First Majestic’s legal counsel on a timely basis copies of any notice of appearance or other Court documents served on Orko in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Orko indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Orko will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, Orko will not object to legal counsel to First Majestic making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided, however, that Orko is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Orko will also oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, Orko is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithFirst Majestic.

Court Proceedings. KML Subject to the terms of this Agreement, Kinross will cooperate with and assist Red Back in seeking the Interim Order and the Final Order, including by providing Red Back on a timely basis any information reasonably required to be supplied by Kinross in connection therewith. Red Back will provide Pembina and its legal counsel to Kinross with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromcomments. Subject to applicable LawsLaw, KML Red Back will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.7 or with Pembina’s Kinross’ prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided that nothing herein shall require Pembina Kinross to agree or consent to any increased purchase price or other consideration increase in Consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s Kinross’ obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML Red Back shall also provide to Kinross’ outside counsel on a timely basis copies of any notice of appearance or other Court documents served on Red Back in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Red Back indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Red Back will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Arrangement Agreement and the Plan of Arrangement. In addition, Red Back will not object to legal counsel to Kinross making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that Red Back is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Arrangement Agreement and the Plan of Arrangement. Red Back will also oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Arrangement Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, Red Back is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithKinross.

Court Proceedings. KML Subject to the terms of this Agreement, Rio Alto will cooperate with and assist Sulliden in seeking the Interim Order and the Final Order, including by providing Sulliden on a timely basis any information reasonably required to be supplied by Rio Alto in connection therewith. Sulliden will provide Pembina and its legal counsel to Rio Alto with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromcomments. Subject to applicable LawsLaw, KML Sulliden will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Agreement, the Arrangement, or with Pembina’s Rio Alto's prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed; provided provided, however, that nothing herein shall require Pembina Rio Alto to agree or consent to any increased purchase price or other consideration increase in Consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s Rio Alto's obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML Sulliden shall also provide to Rio Alto's legal counsel on a timely basis copies of any notice of appearance or other Court documents served on Sulliden in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Sulliden indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Sulliden will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, Sulliden will not object to legal counsel to Rio Alto making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided, however, that Sulliden is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Sulliden will also oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, Sulliden is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing it shall do so after notice to, and in consultation and cooperation with, Rio Alto. [Redacted to KML, on a timely basis, any information reasonably required to be supplied by Pembina in connection therewithprotect sensitive confidential information.]

Court Proceedings. KML will Subject to the terms of this Agreement, Gold Fields shall cooperate with and assist Yxxxxx in seeking the Interim Order and the Final Order, including by providing to Yamana, on a timely basis, any information reasonably required to be supplied by Gold Fields in connection therewith. Yamana shall provide Pembina and its Gold Fields’ legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including and will give reasonable consideration to all such comments. Subject to applicable Law, Yamana shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by providing this Section 2.10 or with Gold Fields’ prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require Gold Fields to agree or consent to any increase in or variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases Gold Fields’ obligations, or diminishes or limits Gold Fields’ rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. Yamana shall also provide to Gold Fields’ legal counsel on a timely basis a description basis, copies of any information required notice of appearance, evidence or other Court documents served on Yamana in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Yxxxxx indicating any intention to be supplied by Pembina for inclusion in such material, prior oppose the granting of the Interim Order or the Final Order or to appeal the service and filing of that material, and will accept Interim Order or the reasonable comments of Pembina and its legal counsel with respect to any such information required to be supplied by Pembina and included in such material and any other matters contained thereinFinal Order. KML will Yamana shall ensure that all material materials filed with the Court in connection with the Arrangement is are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will Yxxxxx shall not object to Gold Fields’ legal counsel to Pembina making such submissions on the application hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that Yxxxxx is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. KML will Yxxxxx shall also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom. Subject to applicable Laws, KML will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembina’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Pembina to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s obligations set forth in any such filed or served materials or under this Agreement. KML shall oppose any proposal from any Person party that would result in the Interim Order or Final Order containing contain any provision that is inconsistent with this Agreement. Subject , and, if at any time after the issuance of the Final Order and prior to the Effective Date, Yamana is required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basisand in consultation and cooperation with, any information reasonably required to be supplied by Pembina in connection therewithGold Fields.

Court Proceedings. KML ‌ In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, Pure LP will diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order and Pure LP will provide Pembina the Purchaser and its legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, Arrangement (including by providing providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by Pembina the Purchaser for inclusion in such material, prior to the service ) and filing of that material, and Pure LP will accept the reasonable comments of Pembina the Purchaser and its legal counsel with respect to any on such information required to be supplied by Pembina and included in such material and any other matters contained thereinmaterial. KML Pure LP will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML Pure LP will not object to legal counsel to Pembina the Purchaser making such submissions on in support of the application for the Interim Order and the application for the Final Order as Order; provided however, that the Purchaser advises Pure LP of the nature of any such counsel considers appropriate, provided submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. KML Pure LP will also provide legal counsel to Pembina the Purchaser on a timely basis with copies of any notice and notice, evidence or other documents served on KML Pure LP or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order. Subject to applicable LawsLaw, KML no Party will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Pembina’s the other Parties’ prior written consent, such consent not to be unreasonably withheld withheld, delayed or delayedconditioned; provided however, that nothing herein shall will require Pembina the Purchaser to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that materially expands or increases Pembinathe Purchaser’s obligations obligations, or materially diminishes or limits the Purchaser’s rights in respect of the Transactions, set forth in any such filed or served materials or under this Agreement. KML shall oppose If at any proposal from any Person that would result in time after the Interim Order or issuance of the Final Order containing any provision that and prior to the Effective Date, Pure LP is inconsistent with this Agreement. Subject to required by the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate the Final Order or by Law to return to Court with and assist KML in seeking the Interim Order and respect to the Final Order, including by providing it will, whenever reasonably practicable, do so after written notice to KML, on a timely basis, any information reasonably required to be supplied by Pembina in connection therewiththe Purchaser.

Court Proceedings. KML Subject to the terms of this Agreement, Numinus will cooperate with and assist Novamind in seeking the Interim Order and the Final Order, including by providing Novamind on a timely basis any information reasonably required to be supplied by Numinus in connection therewith. Novamind will provide Pembina and its legal counsel to Numinus with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Pembina for inclusion in such material, prior to the service and filing of that material, Arrangement and will accept the give reasonable comments of Pembina and its legal counsel with respect consideration to any all such information required to be supplied by Pembina and included in such material and any other matters contained therein. KML will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, KML will not object to legal counsel to Pembina making submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement. KML will also provide legal counsel to Pembina on a timely basis with copies of any notice and evidence served on KML or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal therefromcomments. Subject to applicable LawsLaw, KML Novamind will not file any material with, or make any submissions to, with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby by this Section 2.9 or with Pembina’s Numinus’ prior written consent, such consent not to be unreasonably withheld withheld, conditioned or delayed. Novamind shall also provide to Numinus’ outside counsel on a timely basis copies of any notice of appearance or other Court documents served on Novamind in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by Novamind indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Novamind shall ensure that all materials filed with the Court in connection with the Arrangement are consistent with the terms of this Agreement and the Plan of Arrangement. Subject to applicable Law, Novamind will not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except with Numinus’ prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that nothing herein shall require Pembina Numinus to agree or consent to any increased purchase price increase in or other consideration variation in the form of Consideration or other modification or amendment to such filed or served materials that expands or increases Pembina’s obligations Numinus’ obligations, or diminishes or limits Numinus’ rights, set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. KML shall oppose any proposal from any Person that would result in In addition, Novamind will not object to legal counsel to Numinus making such submissions on the Interim Order or Final Order containing any provision that is inconsistent with this Agreement. Subject to hearing of the terms of this Agreement, Pembina shall use commercially reasonable efforts cooperate with and assist KML in seeking motion for the Interim Order and the application for the Final Order as such counsel considers appropriate; provided, that Novamind is advised of the nature of any submissions with reasonably sufficient time prior to such hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Novamind will also oppose any appearance, proposal or motion from any party on the hearing of the motion for the Interim Order and the application for the Final Order which is inconsistent with this Agreement or the Plan of Arrangement. If at any time after the issuance of the Final Order and prior to the Effective Date, Novamind is required by the terms of the Final Order or by Law to return to the Court with respect to the Final Order, including by providing to KMLit shall do so after notice to, on a timely basis, any information reasonably required to be supplied by Pembina and in connection therewithconsultation and cooperation with Numinus.