Common use of Ministerial Amendments Clause in Contracts

Ministerial Amendments. Notwithstanding the provisions of Section 4.4, the parties to this Agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties provided that the Board of Directors of each of ExchangeCo and Parent shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors of each of ExchangeCo and Parent, it may be expedient to make, provided that each such Board of Directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to ExchangeCo and Parent, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards of Directors of each of ExchangeCo and Parent shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.411.1, the parties to this Agreement may in writing writing, at any time and from time to time, without the approval of the holders of the Exchangeable SharesBeneficiaries, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the Board of Directors of each of ExchangeCo and Parent shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesBeneficiaries; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors of each of Parent and ExchangeCo and Parentin the opinion of Trustee (which may, for this purpose, rely on the opinion of counsel), having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that each such Board Boards of Directors and Trustee shall be of the good faith opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesBeneficiaries; or (c) making such changes or corrections which, on the advice of counsel to Parent, ExchangeCo and ParentTrustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that in the Boards opinion of Trustee (which may, for this purpose, rely on the opinion of counsel) and the Board of Directors of each of Parent and ExchangeCo and Parent shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or and interests of the holders of the Exchangeable SharesBeneficiaries.

Ministerial Amendments. Notwithstanding the provisions of Section 4.44.4 hereof, the parties to this Agreement agreement may in writing writing, at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement agreement for the purposes of: (a) adding to the covenants of any either or all both parties provided that for the Board of Directors of each of ExchangeCo and Parent shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests protection of the holders of the Exchangeable Shares; (b) making such amendments or modifications not inconsistent with this Agreement agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board board of Directors directors of each of ExchangeCo the Corporation and ParentParentCo, it may be expedient to make, provided that each such Board board of Directors directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to ExchangeCo the Corporation and ParentParentCo, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, ; provided that the Boards boards of Directors directors of each of ExchangeCo the Corporation and Parent ParentCo shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.4, the parties to this Agreement agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement agreement for the purposes of: (a) adding to the covenants of any or all parties provided that the Board of Directors of each of ExchangeCo Canco, Callco and Parent RG shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; (b) making such amendments or modifications not inconsistent with this Agreement agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors of each of ExchangeCo Canco, Callco and ParentRG, it may be expedient to make, provided that each such Board of Directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to ExchangeCo Canco, Callco and ParentRG, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards of Directors of each of ExchangeCo Canco, Callco and Parent RG shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.44.4 hereof, the parties to this Agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all of the parties provided that hereto if the Board board of Directors directors of each of ExchangeCo Exchangeco, Callco and Parent US Gold shall be of the good faith opinion that such additions will not be prejudicial in any material respect to the rights or interests of the holders of the Exchangeable SharesNon-Affiliated Holders as a whole; (b) evidencing the succession of US Gold Successors and the covenants of and obligations assumed by each such US Gold Successor in accordance with the provisions of Article 3; (c) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board board of Directors directors of each of ExchangeCo Exchangeco, Callco and ParentUS Gold, having in mind the best interests of the Non-Affiliated Holders as a whole, it may be expedient to make, provided that each such Board board of Directors directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial in any material respect to the rights or interests of the holders of the Exchangeable SharesNon-Affiliated Holders as a whole; or (cd) making such changes or corrections which, on the advice of counsel to ExchangeCo Exchangeco, Callco and ParentUS Gold, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards boards of Directors directors of each of ExchangeCo Exchangeco, Callco and Parent US Gold shall be of the good faith opinion that such changes or corrections will not be prejudicial in any material respect to the rights or interests of the holders of the Exchangeable SharesNon-Affiliated Holders as a whole.

Ministerial Amendments. Notwithstanding the provisions of Section 4.49.1, the parties to this Agreement may in writing writing, at any time and from time to time, without the approval of the holders of the Exchangeable SharesBeneficiaries, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the Board board of Directors directors of each of ExchangeCo Exchangeco and Parent Lululemon shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesBeneficiaries; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board board of Directors directors of each of ExchangeCo Lululemon and ParentExchangeco and in the opinion of the Trustee, having in mind the best interests of the Beneficiaries it may be expedient to make, provided that each such Board boards of Directors directors and the Trustee, acting on the advice of counsel, shall be of the good faith opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesBeneficiaries; or (c) making such changes or corrections which, on the advice of counsel to ExchangeCo Lululemon, Exchangeco and Parentthe Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards Trustee, acting on the advice of Directors counsel, and the board of directors of each of ExchangeCo Lululemon and Parent Exchangeco shall be of the opinion, acting in good faith opinion faith, that such changes or corrections will not be prejudicial to the rights or and interests of the holders of the Exchangeable SharesBeneficiaries.

Ministerial Amendments. Notwithstanding the provisions of Section section 4.4, the parties to this Agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any Exchangeco, NovaScotiaco or all parties Parent provided that the Board of Directors of each of ExchangeCo Exchangeco, NovaScotiaco and Parent shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesShares or the Agent; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors of each of ExchangeCo Exchangeco, NovaScotiaco and Parent, it may be expedient to make, provided that each such Board of Directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesShares or the Agent; or (c) making such changes or corrections which, on the advice of counsel to ExchangeCo Exchangeco, NovaScotiaco and Parent, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards Board of Directors of each of ExchangeCo Exchangeco, NovaScotiaco and Parent shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesShares or the Agent.

Ministerial Amendments. Notwithstanding the provisions of Section 4.4section 6.1, the parties to this Agreement may in writing writing, at any time and from time to time, without the approval of the holders of the Exchangeable SharesHolders, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties hereto for the protection of the Holders hereunder provided that the Board of Directors of each of ExchangeCo Exchangeco and Parent MEC shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesHolders; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors of each of ExchangeCo MEC and ParentExchangeco and in the opinion of counsel to Magna, having in mind the best interests of the Holders, it may be expedient to make, provided that each such Board Boards of Directors shall be of the good faith opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesHolders; or (c) making such changes or corrections which, on the advice of counsel to ExchangeCo MEC, Exchangeco and ParentMagna, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards Board of Directors of each of ExchangeCo MEC and Parent Exchangeco shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or and interests of the holders of the Exchangeable SharesHolders.

Ministerial Amendments. Notwithstanding the provisions of Section section 4.4, the parties to this Agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties provided that the Board of Directors of each of ExchangeCo Exchangeco and Parent MEC shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors of each of ExchangeCo Exchangeco and ParentMEC, it may be expedient to make, provided that each such Board of Directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to ExchangeCo Exchangeco and ParentMEC, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards of Directors of each of ExchangeCo Exchangeco and Parent MEC shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.4section 12.1, the parties to this Agreement Parties may in writing writing, at any time and from time to time, without the approval of the holders of the Exchangeable SharesBeneficiaries, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the Board of Directors of each of ExchangeCo Exchangeco and Parent and the Agent and its counsel shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesBeneficiaries; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors of each of ExchangeCo Parent and ParentExchangeco and in the opinion of the Agent and its counsel, having in mind the best interests of the Beneficiaries it may be expedient to make, provided that each such Board Boards of Directors and the Agent shall be of the good faith opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesBeneficiaries; or (c) making such changes or corrections which, on the advice of counsel to ExchangeCo Parent, Exchangeco and Parentthe Agent and its counsel, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards Agent and the Board of Directors of each of ExchangeCo Parent and Parent Exchangeco shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or and interests of the holders of the Exchangeable SharesBeneficiaries.

Ministerial Amendments. Notwithstanding the provisions of Section 4.4, the parties to this Agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties provided that the Board board of Directors directors of each of ExchangeCo Exchangeco, Callco and Parent Lululemon shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board board of Directors directors of each of ExchangeCo Exchangeco, Callco and ParentLululemon, it may be expedient to make, provided that each such Board board of Directors directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes Changes or corrections which, on the advice of counsel to ExchangeCo Exchangeco, Callco and ParentLululemon, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards boards of Directors directors of each of ExchangeCo Exchangeco, Callco and Parent Lululemon shall be of the good faith opinion that such changes Changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.412.1 hereof, the parties to this Agreement may in writing writing, at any time and from time to time, without the approval of the holders of the Exchangeable SharesHolders, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all of the parties hereto for the protection of the Holders hereunder provided that the Board of Directors of each of ExchangeCo and Parent shall be addition of the good faith opinion that such additions will proposed covenant is not be prejudicial to the rights or interests of the holders of Holders as a whole or the Exchangeable SharesTrustee; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board board of Directors directors of each of ExchangeCo Pubco and ParentAmalco, having in mind the best interests of the Holders as a whole, it may be expedient to make, provided that each such Board boards of Directors directors shall be of the good faith opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; orHolders as a whole; (c) making such changes or corrections which, on the advice of counsel to ExchangeCo and ParentAmalco, Pubco, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, ; provided that the Boards board of Directors directors of each of ExchangeCo Amalco and Parent Pubco shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesHolders as a whole; or (d) making such changes as may be necessary or appropriate to implement or give effect to any assignment or assumption made pursuant to Section 14.9 hereof.

Ministerial Amendments. Notwithstanding the provisions of Section 4.4, the parties to this Agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties parties, provided that the Board board of Directors directors of each of ExchangeCo CERI, Capital Holdings and Parent WSI shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board board of Directors directors of each of ExchangeCo CERI, Capital Holdings and ParentWSI, it may be expedient to make, provided that each such Board board of Directors directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to ExchangeCo CERI, Capital Holdings and ParentWSI, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards boards of Directors directors of each of ExchangeCo CERI, Capital Holdings and Parent WSI shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.4, the parties to this Agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties provided that the Board of Directors of each of ExchangeCo ExchangeCo, CallCo and Parent Shire shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors of each of ExchangeCo ExchangeCo, CallCo and ParentShire, it may be expedient to make, provided that each such Board of Directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to ExchangeCo ExchangeCo, CallCo and ParentShire, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards of Directors of each of ExchangeCo ExchangeCo, CallCo and Parent Shire shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.44.6, the parties to this Agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties provided that the Board board of Directors directors of each of ExchangeCo ExchangeCo, CallCo and Parent Acquiror shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board board of Directors directors of each of ExchangeCo ExchangeCo, CallCo and ParentAcquiror, it may be expedient to make, provided that each such Board board of Directors directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to ExchangeCo and Parent, which are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards board of Directors directors of each of ExchangeCo ExchangeCo, CallCo and Parent Acquiror shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.411.1, the parties to this Agreement may in writing writing, at any time and from time to time, without the approval of the holders of the Exchangeable SharesBeneficiaries, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the Board of Directors of each of ExchangeCo and Parent shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesBeneficiaries; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors of each of Parent and ExchangeCo and Parentin the opinion of the Trustee (which may, for this purpose, rely on the opinion of counsel), having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that each such Board Boards of Directors and the Trustee shall be of the good faith opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesBeneficiaries; or (c) making such changes or corrections which, on the advice of counsel to Parent, ExchangeCo and Parentthe Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that in the Boards opinion of the Trustee (which may, for this purpose, rely on the opinion of counsel) and the Board of Directors of each of Parent and ExchangeCo and Parent shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or and interests of the holders of the Exchangeable SharesBeneficiaries.

Ministerial Amendments. Notwithstanding the provisions of Section 4.4, the parties to this Agreement agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement agreement for the purposes of: (a) adding to the covenants of any or all parties provided that the Board of Directors of each of ExchangeCo New Exchangeco, Callco and Parent Newmont shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; (b) making such amendments or modifications not inconsistent with this Agreement agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors of each of ExchangeCo New Exchangeco, Callco and ParentNewmont, it may be expedient to make, provided that each such Board of Directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to ExchangeCo New Exchangeco, Callco and ParentNewmont, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards of Directors of each of ExchangeCo New Exchangeco, Callco and Parent Newmont shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.44.6, the parties to this Agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties provided that the Board board of Directors directors of each of ExchangeCo Exchangeco, Callco and Parent Duke Energy shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board board of Directors directors of each of ExchangeCo Exchangeco, Callco and ParentDuke Energy, it may be expedient to make, provided that each such Board board of Directors directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to ExchangeCo Exchangeco, Callco and ParentDuke Energy, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards board of Directors directors of each of ExchangeCo Exchangeco, Callco and Parent Duke Energy shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.44.6, the parties to this Agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties provided that the Board board of Directors directors of each of ExchangeCo ExchangeCo, Callco and Parent Acquiror shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board board of Directors directors of each of ExchangeCo ExchangeCo, Callco and ParentAcquiror, it may be expedient to make, provided that each such Board board of Directors directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to ExchangeCo ExchangeCo, Callco and ParentAcquiror, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards board of Directors directors of each of ExchangeCo ExchangeCo, Callco and Parent Acquiror shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.44.6, the parties to this Agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties provided that the Board board of Directors directors of each of ExchangeCo the Corporation and Parent Acquiror shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board board of Directors directors of each of ExchangeCo the Corporation and ParentAcquiror, it may be expedient to make, provided that each such Board board of Directors directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to ExchangeCo the Corporation and ParentAcquiror, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards board of Directors directors of each of ExchangeCo the Corporation and Parent Acquiror shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.411.1, the parties to this Agreement agreement may in writing writing, at any time and from time to time, without the approval of the holders of the Exchangeable SharesBeneficiaries, amend or modify this Agreement agreement for the purposes of: (a) adding to the covenants of any or all parties hereto for the protection of the Beneficiaries hereunder provided that the Board board of Directors directors of each of ExchangeCo Canco and Parent RG shall be of the good faith opinion and the Trustee shall be of the opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesBeneficiaries; (b) making such amendments or modifications not inconsistent with this Agreement agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board board of Directors directors of each of ExchangeCo RG and ParentCanco and in the opinion of the Trustee, having in mind the best interests of the Beneficiaries, it may be expedient to make, provided that each such Board boards of Directors directors and the Trustee, acting on the advice of counsel, shall be of the good faith opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesBeneficiaries; or (c) making such changes or corrections which, on the advice of counsel to ExchangeCo RG, Canco and Parentthe Trustee, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards of Directors of each of ExchangeCo and Parent shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.46.1, the parties to this Agreement may in writing writing, at any time and from time to time, without the approval of the holders of the Exchangeable SharesShareholders, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties hereto provided that the Board of Directors of each of ExchangeCo and Parent shall will be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesShareholders; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors of each of ExchangeCo Parent and ParentExchangeCo, having in mind the best interests of the Shareholders, it may be expedient to make, provided that each such Board Boards of Directors shall will be of the good faith opinion that such amendments or and modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesShareholders; or (c) making such changes or corrections which, on the advice of counsel to ExchangeCo Parent and ParentExchangeCo, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that in the Boards good faith opinion of the Board of Directors of each of Parent and ExchangeCo and Parent shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or and interests of the holders of the Exchangeable SharesShareholders.

Ministerial Amendments. Notwithstanding the provisions of Section section 4.4, the parties to this Agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties Apta, Exchangeco and NovaScotiaco provided that the Board of Directors of each of ExchangeCo Apta, Exchangeco and Parent NovaScotiaco shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesShares or the Agent; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors of each of ExchangeCo Apta, Exchangeco and ParentNovaScotiaco, it may be expedient to make, provided that each such Board of Directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesShares or the Agent; or (c) making such changes or corrections which, on the advice of counsel to ExchangeCo Apta, Exchangeco and Parent, NovaScotiaco are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards Board of Directors of each of ExchangeCo Apta, Exchangeco and Parent NovaScotiaco shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesShares or the Agent.

Ministerial Amendments. Notwithstanding the provisions of Section 4.4section 3.4, the ---------------------- parties to this Agreement may in writing without approval of the holders of the Exchangeable Shares, at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement in writing for the purposes of: (a) adding to the covenants of any either or all both parties provided that for the Board of Directors of each of ExchangeCo and Parent shall be protection of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board board of Directors directors of each of ExchangeCo the Corporation and ParentEntrust, it may be expedient to make, provided that each such Board board of Directors directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to ExchangeCo the Corporation and ParentEntrust, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest errorerror herein, provided that the Boards boards of Directors directors of each of ExchangeCo the Corporation and Parent Entrust shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.46.4, the parties to this Agreement Parties may in writing at any time and from time to time, without the approval of the holders of the Exchangeable SharesShareholder Approval, amend or modify this Agreement for the purposes of: (a1) adding to the covenants of any or all parties provided Parties; provided, that the Board board of Directors directors of each of ExchangeCo Can HoldCo, CallCo and Parent the U.S. Company shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesHolders; (b2) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board board of Directors directors of each of ExchangeCo Can HoldCo, CallCo and Parentthe U.S. Company, it may be expedient to make; provided, provided that each such Board board of Directors directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesHolders; or (c3) making such changes or corrections which, on the advice of counsel to ExchangeCo Can HoldCo, CallCo and Parentthe U.S. Company, are required for the purpose of curing or correcting any ambiguity or defect or defect, inconsistent provision or provision, clerical omission or omission, mistake or manifest error; provided, provided that the Boards boards of Directors directors of each of ExchangeCo Can HoldCo, CallCo and Parent the U.S. Company shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesHolders.

Ministerial Amendments. Notwithstanding the provisions of Section section 4.4, the parties to this Agreement agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement agreement for the purposes of: (a) adding to the covenants of any or all parties provided that the Board of Directors of each of ExchangeCo Exchangeco and the Parent shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; (b) making such amendments or modifications not inconsistent with this Agreement agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors of each of ExchangeCo Exchangeco and the Parent, it may be expedient to make, provided that each such Board of Directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to ExchangeCo Exchangeco and the Parent, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards of Directors of each of ExchangeCo Exchangeco and the Parent shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.45.4, the parties to this Agreement SPAC, Callco and ExchangeCo may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement agreement for the purposes of: (a) adding to the covenants of any or all parties provided that the Board board of Directors directors of each of ExchangeCo and Parent SPAC shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; (b) making such amendments or modifications not inconsistent with this Agreement agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board board of Directors directors of each of ExchangeCo and ParentSPAC, it may be expedient to make, provided that each such Board boards of Directors directors shall be of the good faith opinion opinion, after consultation with counsel, that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to ExchangeCo and ParentSPAC, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards boards of Directors directors of each of ExchangeCo and Parent SPAC shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.44.6, the parties to this Agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties provided that the Board board of Directors directors of each of ExchangeCo Purchaser, Canco and Parent shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board board of Directors directors of each of ExchangeCo Purchaser, Canco and Parent, it may be expedient to make, provided that each such Board board of Directors directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to ExchangeCo Purchaser, Canco and Parent, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards board of Directors directors of each of ExchangeCo Purchaser, Canco and Parent shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section section 4.4, the parties to this Agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties provided that the Board of Directors of each of ExchangeCo Mergeco and Parent shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors of each of ExchangeCo Mergeco and Parent, it may be expedient to make, provided that each such Board of Directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to ExchangeCo Mergeco and Parent, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards of Directors of each of ExchangeCo Mergeco and Parent shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section section 4.4, the parties to this Agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties provided that the Board of Directors of each of ExchangeCo Purchaser and Parent shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors of each of ExchangeCo Purchaser and Parent, it may be expedient to make, provided that each such Board of Directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to ExchangeCo Purchaser and Parent, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards of Directors of each of ExchangeCo Purchaser and Parent shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.43.4, the parties to this Agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties provided that the Board of Directors of each of ExchangeCo MG Holdings and Parent Monaco shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors of each of ExchangeCo MG Holdings and ParentMonaco, it may be expedient to make, provided that each such Board of Directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to ExchangeCo MG Holdings and ParentMonaco, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards of Directors of each of ExchangeCo MG Holdings and Parent Monaco shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.44.6, the parties to this Agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties provided that the Board board of Directors directors of each of ExchangeCo ExchangeCo, Callco and Parent FCE shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board board of Directors directors of each of ExchangeCo ExchangeCo, Callco and ParentFCE, it may be expedient to make, provided that each such Board board of Directors directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to ExchangeCo ExchangeCo, Callco and ParentFCE, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards board of Directors directors of each of ExchangeCo ExchangeCo, Callco and Parent FCE shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.4, the parties to this Agreement agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement agreement for the purposes of: (a) adding to the covenants of any or all parties provided that the Board of Directors of each of ExchangeCo Canco, Callco and Parent United Royale shall be of the good faith opinion that such additions will not be materially prejudicial to the rights or interests of the holders of the Exchangeable Shares; (b) making such amendments or modifications not inconsistent with this Agreement agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors of each of ExchangeCo Canco, Callco and ParentUnited Royale, it may be expedient to make, provided that each such Board of Directors shall be of the good faith opinion that such amendments or modifications will not be materially prejudicial to the rights or interests of the holders of the Exchangeable Shares; or; (c) making such changes or corrections which, on the advice of counsel to ExchangeCo Canco, Callco and ParentUnited Royale, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards of Directors of each of ExchangeCo Canco, Callco and Parent United Royale shall be of the good faith opinion that such changes or corrections will not be materially prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (d) making changes to provide added protection or benefit to or for the benefit of holders of Exchangeable Shares provided that each of Canco, Callco and United Royale shall be of the good faith opinion that such changes will not be materially prejudicial to the rights or interests of the holders of Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.44.4 and pursuant to Section 4.5, the parties to this Agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties provided that the Board of Directors of each of the ExchangeCo and the Parent shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors of each of the ExchangeCo and the Parent, it may be expedient to make, provided that each such Board of Directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to the ExchangeCo and the Parent, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards of Directors of each of the ExchangeCo and the Parent shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.44.3, the parties to this Agreement Newco I, USA V, Newco II and Parent may in writing writing, at any time and from time to time, upon reasonable notice to (including sufficient details of the proposed changes) but without the approval of the holders Holders of the Exchangeable Shares, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties provided that hereto for the Board of Directors of each of ExchangeCo and Parent shall be protection of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders Holders of the Exchangeable Shares; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board board of Directors directors of each of ExchangeCo Parent, Newco I and ParentNewco II, having in mind the best interests of the Holders as a whole, it may be expedient to make, provided that each such Board board of Directors directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesHolders as a whole; or (c) making such changes or corrections which, on the advice of counsel to ExchangeCo Parent, Newco I and ParentNewco II, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards boards of Directors directors of each of ExchangeCo Parent, Newco I and Parent Newco II shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable SharesHolders as a whole.

Ministerial Amendments. Notwithstanding the provisions of Section 4.46.5, the parties to this Agreement (other than Food Services) may in writing at any time and from time to time, without the approval of the holders of the Exchangeable SharesFood Services, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties provided that the Board of Directors of each of ExchangeCo and Parent the Trustees shall be of the good faith opinion opinion, after consultation with counsel, that such additions will not be prejudicial to the rights or interests of the holders Food Services as holder of the Exchangeable SharesSecurities or in respect of its rights to LP Units; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors of each of ExchangeCo and Parentthe Trustees, it may be expedient to make, provided that each such the Board of Directors and Trustees shall be of the good faith opinion opinion, after consultation of counsel, that such amendments or modifications will not be prejudicial to the rights or interests of the holders Food Services as holder of the Exchangeable SharesSecurities or in respect of its rights to LP Units; or (c) making such changes or corrections which, on the advice of counsel to ExchangeCo the Company and Parentthe Fund, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards of Directors of each of ExchangeCo and Parent the Trustees shall be of the good faith opinion opinion, after consultation with counsel, that such changes or corrections will not be prejudicial to the rights or interests of the holders Food Services as holder of the Exchangeable SharesSecurities or in respect of its rights to LP Units.

Ministerial Amendments. Notwithstanding the provisions of Section subsection 4.4, the parties to this Agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable SharesShareholders, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties provided that if the Board of Directors of each of ExchangeCo Pure Exchangeco and Parent Pure shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors of each of ExchangeCo Pure Exchangeco and ParentPure, it may be expedient to make, provided that each such Board of Directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to ExchangeCo Pure Exchangeco and ParentPure, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards of Directors of each of ExchangeCo Pure Exchangeco and Parent Pure shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section section 4.4, the parties to this Agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties provided that the Board board of Directors directors of each of ExchangeCo Exchangeco, Newco and Parent Redback shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board board of Directors directors of each of ExchangeCo Exchangeco, Newco and ParentRedback, it may be expedient to make, provided that each such Board board of Directors directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to ExchangeCo Exchangeco, Newco and ParentRedback, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards of Directors of each of ExchangeCo Exchangeco, Newco and Parent Redback shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section section 4.4, the parties to this Agreement may in writing writing, at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties provided that the Board board of Directors directors of each of ExchangeCo Parent, Subco and Parent the Company shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board board of Directors directors of each of ExchangeCo Parent, Subco and Parentthe Company, it may be expedient to make, provided that each such Board board of Directors directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to ExchangeCo Parent, Subco and Parentthe Company, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards boards of Directors directors of each of ExchangeCo Parent, Subco and Parent the Company shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.4, the parties to this Agreement agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement agreement for the purposes of: (a) adding to the covenants of any or all parties provided that the Board of Directors of each of ExchangeCo THC and Parent Holdings shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; (b) making such amendments or modifications not inconsistent with this Agreement agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors of each of ExchangeCo THC and ParentHoldings, it may be expedient to make, provided that each such Board of Directors shall be of the good faith opinion (after consultation with counsel) that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to ExchangeCo THC and ParentHoldings, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards of Directors of each of ExchangeCo THC and Parent Holdings shall be of the good faith opinion (after consultation with counsel) that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section 4.44.6, the parties to this Agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties provided that the Board board of Directors directors of each of ExchangeCo Exchangeco, Callco and Parent Acquiror shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board board of Directors directors of each of ExchangeCo Exchangeco, Callco and ParentAcquiror, it may be expedient to make, provided that each such Board board of Directors directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to ExchangeCo and Parent, which are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards board of Directors directors of each of ExchangeCo Exchangeco, Callco and Parent Acquiror shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section section 4.4, the parties to this Agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement for the purposes of: (a) adding to the covenants of any or all parties provided that the Board of Directors of each of ExchangeCo IBM, Holdco and Parent the Corporation shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; (b) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors of each of ExchangeCo IBM, Holdco and Parentthe Corporation, it may be expedient to make, provided that each such Board of Directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to ExchangeCo and Parent, which are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards of Directors of each of ExchangeCo IBM, Holdco and Parent the Corporation shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

Ministerial Amendments. Notwithstanding the provisions of Section section 4.4, the parties to this Agreement agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement agreement for the purposes of: (a) adding to the covenants of any or all parties provided that the Board of Directors of each of ExchangeCo Company and Parent shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; (b) making such amendments or modifications not inconsistent with this Agreement agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors of each of ExchangeCo Company and Parent, it may be expedient to make, provided that each such Board of Directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or (c) making such changes or corrections which, on the advice of counsel to ExchangeCo Company and Parent, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards of Directors of each of ExchangeCo Company and Parent shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.