Common use of Without Consent Clause in Contracts

Without Consent. Notwithstanding Sections 11.1 and 11.2, without the consent of any Holder, the Issuer, the Guarantors and the Trustee may from time to time amend or supplement this Indenture, the Notes or the Guarantees: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to the Holders in the case of an amalgamation, merger, consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets, or winding-up or dissolution or sale, lease, transfer, conveyance or other disposition or assignment in accordance with Article 9; (d) to add any Guarantee or to effect the release of any Guarantor from any of its obligations under its Guarantee or the provisions of this Indenture (to the extent in accordance with this Indenture); (e) to make any change that would provide any additional rights or benefits to the Holders or would not materially adversely affect the rights of any Holder; (f) to secure the Notes or any Guarantees or any other obligation under this Indenture; (g) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; (h) to conform the text of this Indenture or the Notes to any provision of the “Description of the Notes” in the Offering Memorandum to the extent that such provision in the “Description of the Notes” in the Offering Memorandum was intended to be a substantially verbatim recitation of a provision of this Indenture, the Guarantees or the Notes as determined in good faith by the Issuer and set forth in an Officers’ Certificate; or (i) to provide for the issuance of Additional Notes in accordance with this Indenture.

Without Consent. Notwithstanding Sections 11.1 14.1 and 11.214.2, without the consent of any Holder, the Issuer, the Guarantors and the Trustee may from time to time amend or supplement this Indenture, the Notes or the GuaranteesSubsidiary Guarantees to: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Issuer’s or a any Guarantor’s obligations Obligations to the Holders of Notes in the case of an amalgamation, a merger, amalgamation or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets, assets or winding-up or dissolution or sale, lease, transfer, conveyance or other disposition or assignment in accordance otherwise comply with Article 9Section 12.1; (d) to add any Guarantee or to effect the release of any Guarantor from any of its obligations under its Guarantee or the provisions of this Indenture (to the extent in accordance with this Indenture); (e) to make any change that would provide any additional rights or benefits to the Holders of Notes or would that does not materially adversely affect the legal rights under this Indenture of any HolderHolder of Notes; (e) add any Subsidiary Guarantee or to effect the release of a Guarantor from its Subsidiary Guarantee, all in accordance with the provisions of this Indenture governing such release and termination or to otherwise comply with Article 15; (f) to secure the Notes or any Subsidiary Guarantees or any other obligation Obligation under this Indenture; (g) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇Trustee; (h) to conform the text of this Indenture Indenture, the Notes or the Notes Subsidiary Guarantees to any provision of the “Description of the Notes” in the Offering Memorandum Notes to the extent that such provision in this Indenture, the “Description of Notes or the Notes” in the Offering Memorandum Subsidiary Guarantees was intended to be a substantially verbatim recitation of a provision of this Indenture, the Guarantees or the Notes as determined in good faith by the Issuer and set forth in an Officers’ Certificate; orDescription of Notes; (i) to provide for the issuance of Additional Notes in accordance with this Indenture; (j) to enter into additional or supplemental Security Documents or to add additional parties to the Security Documents to the extent permitted thereunder and under this Indenture; (k) allow any Guarantor to execute a Subsidiary Guarantee; or (l) to release Collateral from the First-Priority Liens when permitted or required by this Indenture and the Security Documents or add assets to Collateral to secure First-Lien Indebtedness to the extent such Indebtedness is permitted under this Indenture.

Without Consent. Notwithstanding Sections 11.1 and 11.2Section 11.11, without the consent of any Holderholder, the Issuer, the Guarantors and the Trustee may from time to time amend or supplement this Indenture, the Notes or the Guarantees: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Issuer’s 's or a Guarantor’s 's obligations to the Holders holders in the case of an amalgamation, merger, consolidation or sale of all or substantially all of the Issuer’s 's or such Guarantor’s 's assets, or winding-up or dissolution or sale, lease, transfer, conveyance or other disposition or assignment in accordance with Article 910; (d) to add any Guarantee or to effect the release of any Guarantor from any of its obligations under its Guarantee or the provisions of this Indenture (to the extent in accordance with this Indenture); (e) to make any change that would provide any additional rights or benefits to the Holders holders or would not materially adversely affect the rights of any Holderholder; (f) to secure the Notes or any Guarantees or any other obligation under this Indenture; (g) to evidence and provide for the acceptance of appointment by a successor ▇T▇▇▇▇▇▇; (h) to conform the text of this Indenture or the Notes to any provision of the “"Description of the Notes” " in the applicable Offering Memorandum to the extent that such provision in the “"Description of the Notes” " in the such Offering Memorandum was intended to be a substantially verbatim recitation of a provision of this Indenture, the Guarantees or the Notes as determined in good faith by the Issuer and set forth in an Officers’ Officer's Certificate; or (i) to provide for the issuance of Additional Notes in accordance with this Indenture.

Without Consent. Notwithstanding Sections 11.1 12.1 and 11.212.2, (i) the Trustee and the Collateral Trustee may enter into an Intercreditor Agreement pursuant to this Indenture with prior Supermajority Consent, (ii) the definition of “Commercial Bank Credit Facility” may not be amended, changed or modified, and compliance with the requirements of such definition may not be waived, without prior Supermajority Consent, and (iii) without the consent of any Holder, the Issuer, the Guarantors and the Trustee may from time to time amend or supplement this Indenture, the Notes Notes, the Guarantees or the GuaranteesSecurity Documents to: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Definitive Notes; (c) to provide for the assumption of the Issuer’s or a any Guarantor’s obligations to the Holders of Notes in the case of an amalgamation, a merger, combination (including by way of plan of arrangement) amalgamation or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets, assets or winding-up or dissolution or sale, lease, transfer, conveyance or other disposition or assignment in accordance otherwise comply with Article 9Section 10.1; (d) to add any Guarantee or to effect the release of any Guarantor from any of its obligations under its Guarantee or the provisions of this Indenture (to the extent in accordance with this Indenture); (e) to make any change that would provide any additional rights or benefits to the Holders of Notes or would that does not materially adversely affect the legal rights under this Indenture of any HolderHolder of Notes; (e) add any additional Guarantors or to effect the permitted release of any Guarantor from its obligations under its Guarantee and terminate such Guarantee to the extent that such release and termination is permitted by this Indenture, or to secure the Notes and the Guarantees or to otherwise comply with the provisions set out in Article 13; (f) to secure the Notes or any Guarantees or any other obligation under this Indenture; (g) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; (h) to conform the text of this Indenture Indenture, the Notes, the Guarantees or the Notes Security Documents to any provision of the “Description of the Notes” section in the Offering Memorandum to the extent that such provision in the “Description of the Notes” section in the Offering Memorandum was intended to be a substantially verbatim recitation of a provision of this Indenture, the Guarantees Guarantees, the Notes or the Notes as determined in good faith by the Issuer and set forth in an Officers’ Certificate; orSecurity Documents; (i) to provide for the issuance of Additional Notes as permitted in accordance with this Indenture; (j) to enter into additional or supplemental Security Documents or to add additional parties to the Security Documents to the extent permitted thereunder and under this Indenture; (k) allow any Guarantor to execute a Guarantee; or (l) to release Collateral from the Liens when permitted or required by this Indenture and the Security Documents or add assets to Collateral to secure Indebtedness.

Without Consent. Notwithstanding Sections 11.1 and 11.2, without the consent of any Holder, the Issuer, the Guarantors and the Trustee may from time to time amend or supplement this Indenture, the Notes or the Guarantees: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to the Holders in the case of an amalgamation, merger, consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets, or winding-up or dissolution or sale, lease, transfer, conveyance or other disposition or assignment in accordance with Article 9; (d) to add any Guarantee or to effect the release of any Guarantor from any of its obligations under its Guarantee or the provisions of this Indenture (to the extent in accordance with this Indenture); (e) to make any change that would provide any additional rights or benefits to the Holders or would not materially adversely affect the rights of any Holder; (f) to secure the Notes or any Guarantees or any other obligation under this Indenture; (g) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; (h) to conform the text of this Indenture or the Notes to any provision of the “Description of the Notes” in the Offering Private Placement Memorandum to the extent that such provision in the “Description of the Notes” in the Offering Private Placement Memorandum was intended to be a substantially verbatim recitation of a provision of this Indenture, the Guarantees or the Notes as determined in good faith by the Issuer and set forth in an Officers’ Certificate; or (i) to provide for the issuance of Additional Notes in accordance with this Indenture.

Without Consent. Notwithstanding Sections 11.1 12.1 and 11.212.2, without the consent of any Holder, the Issuer, the Guarantors and the Trustee may from time to time amend or supplement this Indenture, the Notes or the GuaranteesGuarantees to: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Definitive Notes; (c) to provide for the assumption of the Issuer’s or a any Guarantor’s obligations to the Holders of Notes in the case of an amalgamation, a merger, combination (including by way of plan of arrangement) amalgamation or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets, assets or winding-up or dissolution or sale, lease, transfer, conveyance or other disposition or assignment in accordance otherwise comply with Article 9Section 10.1; (d) to add any Guarantee or to effect the release of any Guarantor from any of its obligations under its Guarantee or the provisions of this Indenture (to the extent in accordance with this Indenture); (e) to make any change that would provide any additional rights or benefits to the Holders of Notes or would that does not materially adversely affect the legal rights under this Indenture of any HolderHolder of Notes; (e) add any additional Guarantors or to evidence the release of any Guarantor from its obligations under its Guarantee to the extent that such release is permitted by this Indenture, or to secure the Notes and the Guarantees or to otherwise comply with the provisions set out in Article 13; (f) to secure the Notes or any Guarantees or any other obligation under this Indenture; (g) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇Trustee; (h) to conform the text of this Indenture Indenture, the Notes or the Notes Guarantees to any provision of the “Description of the Notes” in the Offering Memorandum to the extent that such provision in the this “Description of the Notes” in the Offering Memorandum was intended to be a substantially verbatim recitation of a provision of this Indenture, the Guarantees or the Notes as determined in good faith by the Issuer and set forth in an Officers’ Certificate; orNotes; (i) to provide for the issuance of Additional Notes in accordance with this Indenture; (j) to enter into additional or supplemental Security Documents or to add additional parties to the ‎Security Documents to the extent permitted thereunder and under this Indenture; ‎ (k) allow any Guarantor to execute a Guarantee; or (l) to release Collateral from the Liens when permitted or required by this Indenture and the Security Documents ‎or add assets to Collateral to secure Indebtedness.

Without Consent. Notwithstanding Sections 8.10, 11.1 and 11.2, without the consent of any HolderHolder of Debentures, the Issuer, Issuer and the Guarantors and the Trustee may from time to time amend or supplement this the Indenture, the Notes or Debentures, the GuaranteesDebenture Guarantees and the Security Documents to: (a) to cure any ambiguity, defect or inconsistency; (b) subject to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to Section 5.14, provide for the assumption of the Issuer’s or a Guarantor’s obligations to the Holders of Debentures in the case of an amalgamation, merger, merger or consolidation or sale of all or substantially all of the Issuer’s or such a Guarantor’s assets, assets or winding-up or dissolution or sale, lease, transfer, conveyance or other disposition or assignment in accordance otherwise to comply with Article 9the provisions of Section 9.1; (dc) to add any Guarantee additional Guarantors or to effect evidence the release of any Guarantor from any of its obligations under its Debenture Guarantee or (including the provisions release of this Indenture (the Collateral of such Guarantor from the Security Documents) to the extent in accordance with that such release is permitted by this Indenture), or to add to the Collateral of the Issuer or a Guarantor securing the Debentures and the Debenture Guarantees; (ed) to make any change that would provide any additional rights or benefits to the Holders of Debentures or would that does not materially adversely affect the legal rights under this Indenture of any such Holder, in each case as confirmed by an Opinion of Counsel; (e) to modify the provisions in this Indenture relating to the issuance, execution, certification, authentication, confirmation, settlement, registration, transfer or exchange of Global Debentures to conform with the rules, procedures or requirements of the Depository in effect from time to time (provided such procedures are consistent, in the reasonable opinion of the Issuer, with industry practice at such time); (f) to secure modify the Notes or provisions in this Indenture in order to comply with any Guarantees requirements of the TSX Venture Exchange (or any other obligation under this Indenture;national securities exchange in Canada on which the Debentures are then listed for trading) or the Depository; provided, however, that such modification does not adversely affect the rights of Holders, as confirmed by an Opinion of Counsel; or (g) to evidence and or provide for the acceptance of appointment by under this Indenture of a successor ▇▇▇▇▇▇▇; (h) to conform the text of this Indenture or the Notes to any provision of the “Description of the Notes” in the Offering Memorandum to the extent that such provision in the “Description of the Notes” in the Offering Memorandum was intended to be a substantially verbatim recitation of a provision of this Indenture, the Guarantees or the Notes as determined in good faith by the Issuer and set forth in an Officers’ Certificate; or (i) to provide for the issuance of Additional Notes in accordance with this IndentureTrustee.

Without Consent. Notwithstanding Sections 11.1 and 11.211.2 but subject to Section 11.5(e), without the consent of any HolderHolder of Notes, the IssuerCorporation and the Guarantors, the Guarantors as applicable, and the Trustee may from time to time amend or supplement this Indenture, the Notes or and the Subsidiary Guarantees: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the IssuerCorporation’s or a Guarantor’s obligations to the Holders of Notes in the case of an amalgamation, merger, a merger or consolidation or sale of all or substantially all of the IssuerCorporation’s or such a Guarantor’s assets, assets or winding-up or dissolution or sale, lease, transfer, conveyance or other disposition or assignment in accordance to comply with Article 9Section 12.1; (d) to add allow any Guarantee Guarantor to execute a Subsidiary Guarantee, or to effect evidence the release of any Guarantor from any of its obligations under its Subsidiary Guarantee or the provisions of this Indenture (to the extent in accordance with permitted by this Indenture); (e) to make any change that would provide any additional rights or benefits to the Holders of Notes or would that does not materially adversely affect the legal rights under this Indenture of any such Holder; (f) to secure the Notes or any Guarantees or any other obligation under this Indenturethe Subsidiary Guarantees, including pursuant to the requirements of Section 5.8; (g) to evidence and or provide for the acceptance of appointment by under this Indenture of a successor ▇▇▇▇▇▇▇;trustee. (h) to conform the text of this Indenture or the Notes to any provision of the “Description of the Notes” in the Offering Memorandum to the extent that such provision in the “Description of the Notes” in the Offering Memorandum was intended to be a substantially verbatim recitation of a provision of this Indenture, the Guarantees or the Notes as determined in good faith by the Issuer and set forth in an Officers’ Certificate; or (i) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; (i) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture and in compliance with Applicable Securities Legislation, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that such amendment does not adversely affect the rights of Holders of Notes to transfer Notes; (j) to comply with the rules of any applicable depositary; or (k) to conform the text of this Indenture, the Notes or a Subsidiary Guarantee to the corresponding provision of the Description of Notes in the Offering Memorandum.

Without Consent. of Holders of ----------------------------- Securities. Notwithstanding Sections 11.1 Section 9.2 of this Indenture, ---------- the Company and 11.2, the Trustee may amend or supplement this Indenture or the Securities without the consent of any Holder, the Issuer, the Guarantors and the Trustee may from time to time amend or supplement this Indenture, the Notes or the GuaranteesHolder of a Security: (a) to cure any ambiguity, defect or inconsistency; (b) to provide for uncertificated Notes Securities in addition to or in place of certificated NotesSecurities; (c) to provide for the assumption of the Issuer’s or a Guarantor’s Company's obligations under this Indenture to the Holders in the case of an amalgamation, a merger, consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets, or winding-up or dissolution or sale, lease, transfer, conveyance or other disposition or assignment in accordance with transaction pursuant to Article 95 hereof; (d) to add any Guarantee or to effect the release of any Guarantor from any of its obligations under its Guarantee or the provisions of this Indenture (to the extent in accordance with this Indenture); (e) to make any change that would provide any additional rights or benefits to the Holders of the Securities or would that does not materially adversely affect the legal rights hereunder of any Holder; (f) to secure the Notes or any Guarantees or any other obligation under this Indenture; (g) to evidence and provide for the acceptance of appointment by a successor ▇▇▇▇▇▇▇; (h) to conform the text of this Indenture or the Notes to any provision Holder of the “Description of the Notes” in the Offering Memorandum to the extent that such provision in the “Description of the Notes” in the Offering Memorandum was intended to be a substantially verbatim recitation of a provision of this Indenture, the Guarantees or the Notes as determined in good faith by the Issuer and set forth in an Officers’ CertificateSecurity; or (ie) to provide for comply with requirements of the issuance Commission in order to effect or maintain the qualification of Additional Notes this Indenture under the Trust Indenture Act. Upon the request of the Company accompanied by a resolution of the Board of Directors of the Company authorizing the execution of any such supplemental indenture, and upon receipt by the Trustee of the documents described in accordance Section 9.6 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of this IndentureIndenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.