Common use of Without Consent Clause in Contracts

Without Consent. Notwithstanding Sections 14.1 and 14.2, without the consent of any Holder, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees to: (a) cure any ambiguity, defect or inconsistency; (b) provide for uncertificated Notes in addition to or in place of certificated Notes; (c) provide for the assumption of the Issuer’s or any Guarantor’s Obligations to Holders of Notes in the case of a merger, amalgamation or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets or otherwise comply with Section 12.1; (d) make any change that would provide any additional rights or benefits to the Holders of Notes or that does not materially adversely affect the legal rights under this Indenture of any Holder 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) secure the Notes or any Subsidiary Guarantees or any other Obligation under this Indenture; (g) evidence and provide for the acceptance of appointment by a successor Trustee; (h) conform the text of this Indenture, the Notes or the Subsidiary Guarantees to any provision of the Description of Notes to the extent that such provision in this Indenture, the Notes or the Subsidiary Guarantees was intended to be a verbatim recitation of a provision of the Description of Notes; (i) 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 14.1 and 14.2Section 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 Subsidiary Guarantees toGuarantees: (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 any a Guarantor’s Obligations obligations to Holders of Notes the holders in the case of a an amalgamation, merger, amalgamation or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets properties, interests or otherwise comply assets, or winding-up or dissolution or sale, assign, lease, transfer, conveyance or other disposition in accordance with Section 12.1Article 10; (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 holders or that does would not materially adversely affect the legal rights under this Indenture of any Holder 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 15holder; (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 TrusteeXxxxxxx; (h) to conform the text of this Indenture, Indenture or the Notes or the Subsidiary Guarantees to any provision of a Term Sheet as determined in good faith by the Description of Notes to the extent that such provision Issuer and set forth in this Indenture, the Notes or the Subsidiary Guarantees was intended to be a verbatim recitation of a provision of the Description of Notes;an Officers’ Certificate; or (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 14.1 and 14.2Section 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 Subsidiary Guarantees toGuarantees: (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 any a Guarantor’s Obligations 's obligations to Holders of Notes the holders in the case of a an amalgamation, merger, amalgamation or consolidation or sale of all or substantially all of the Issuer’s 's or such Guarantor’s assets 's assets, or otherwise comply winding-up or dissolution or sale, lease, transfer, conveyance or other disposition or assignment in accordance with Section 12.1Article 10; (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 holders or that does would not materially adversely affect the legal rights under this Indenture of any Holder 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 15holder; (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 TrusteeTxxxxxx; (h) to conform the text of this Indenture, Indenture or the Notes or the Subsidiary Guarantees to any provision of the "Description of Notes the Notes" in the applicable Offering Memorandum to the extent that such provision in this Indenture, the Notes or "Description of the Subsidiary Guarantees Notes" in such Offering Memorandum was intended to be a substantially verbatim recitation of a provision of this Indenture, the Description of Notes;Guarantees or the Notes as determined in good faith by the Issuer and set forth in an Officer's Certificate; or (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 14.1 12.1 and 14.212.2, (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 amend or supplement this Indenture, the Notes Notes, the Guarantees or the Subsidiary Guarantees Security Documents to: (a) cure any ambiguity, defect or inconsistency; (b) provide for uncertificated Notes in addition to or in place of certificated Definitive Notes; (c) provide for the assumption of the Issuer’s or any Guarantor’s Obligations obligations to Holders of Notes in the case of 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 or otherwise comply with Section 12.110.1; (d) make any change that would provide any additional rights or benefits to the Holders of Notes or that does not materially adversely affect the legal rights under this Indenture of any Holder of Notes; (e) add any Subsidiary Guarantee additional Guarantors or to effect the permitted release of a any Guarantor from its Subsidiary Guarantee, all in accordance with obligations under its Guarantee and terminate such Guarantee to the provisions of this Indenture governing 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 1513; (f) secure the Notes or any Subsidiary Guarantees or any other Obligation obligation under this Indenture; (g) evidence and provide for the acceptance of appointment by a successor TrusteeXxxxxxx; (h) conform the text of this Indenture, the Notes Notes, the Guarantees or the Subsidiary Guarantees Security Documents to any provision of the “Description of Notes the Notes” section in the Offering Memorandum to the extent that such provision in this Indenture, the Notes or “Description of the Subsidiary Guarantees Notes” section in the Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, the Description of NotesGuarantees, the Notes or the Security Documents; (i) 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 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 IndentureIndebtedness.

Without Consent. of Holders of ----------------------------- Securities. Notwithstanding Sections 14.1 and 14.2Section 9.2 of this Indenture, without ---------- the consent of any Holder, the Issuer, the Guarantors Company and the Trustee may amend or supplement this Indenture, the Notes Indenture or the Subsidiary Guarantees toSecurities without the consent of any Holder 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 any Guarantor’s Obligations Company's obligations under this Indenture to the Holders of Notes in the case of a merger, amalgamation or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets or otherwise comply with Section 12.1other transaction pursuant to Article 5 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of Notes the Securities or that does not materially adversely affect the legal rights under this Indenture hereunder of any Holder of Notes;the Security; or (e) add any Subsidiary Guarantee or to comply with requirements of the Commission in order to effect or maintain the release of a Guarantor from its Subsidiary Guarantee, all in accordance with the provisions qualification of this Indenture governing such release and termination or to otherwise comply with Article 15; (f) secure under the Notes or any Subsidiary Guarantees or any other Obligation under this Indenture; (g) evidence and provide for Trust Indenture Act. Upon the acceptance request of appointment the Company accompanied by a successor Trustee; (h) conform resolution of the text 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 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 Notes or the Subsidiary Guarantees to any provision of the Description of Notes to the extent that such provision in this Indenture, the Notes or the Subsidiary Guarantees was intended to Trustee shall not be a verbatim recitation of a provision of the Description of Notes; (i) provide for the issuance of Additional Notes in accordance with this Indenture; (j) obligated to enter into additional such amended or supplemental Security Documents indenture that affects its own rights, duties or to add additional parties to the Security Documents to the extent permitted thereunder and immunities under this Indenture; (k) allow any Guarantor to execute a Subsidiary Guarantee; or (l) to release Collateral from the First-Priority Liens when permitted Indenture 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 Indentureotherwise.

Without Consent. Notwithstanding Sections 14.1 8.10, 11.1 and 14.211.2, without the consent of any HolderHolder of Debentures, the Issuer, Issuer and the Guarantors and the Trustee may amend or supplement this the Indenture, the Notes or Debentures, the Subsidiary Debenture Guarantees and the Security Documents to: (a) cure any ambiguity, defect or inconsistency; (b) provide for uncertificated Notes in addition subject to or in place of certificated Notes; (c) Section 5.14, provide for the assumption of the Issuer’s or any a Guarantor’s Obligations obligations to Holders of Notes Debentures in the case of a mergeran amalgamation, amalgamation merger or consolidation or sale of all or substantially all of the Issuer’s or such a Guarantor’s assets or otherwise to comply with the provisions of Section 12.19.1; (c) add any additional Guarantors or to evidence the release of any Guarantor from its obligations under its Debenture Guarantee (including the release of the Collateral of such Guarantor from the Security Documents) to the extent 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; (d) make any change that would provide any additional rights or benefits to the Holders of Notes Debentures or that does not materially adversely affect the legal rights under this Indenture of any Holder such Holder, in each case as confirmed by an Opinion of NotesCounsel; (e) add any Subsidiary Guarantee to modify the provisions in this Indenture relating to the issuance, execution, certification, authentication, confirmation, settlement, registration, transfer or exchange of Global Debentures to effect the release of a Guarantor from its Subsidiary Guarantee, all in accordance conform with the provisions rules, procedures or requirements of this Indenture governing the Depository in effect from time to time (provided such release and termination or to otherwise comply procedures are consistent, in the reasonable opinion of the Issuer, with Article 15industry practice at such time); (f) secure to modify the Notes or provisions in this Indenture in order to comply with any Subsidiary 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) evidence and or provide for the acceptance of appointment by under this Indenture of a successor Trustee; (h) conform the text of this Indenture, the Notes or the Subsidiary Guarantees to any provision of the Description of Notes to the extent that such provision in this Indenture, the Notes or the Subsidiary Guarantees was intended to be a verbatim recitation of a provision of the Description of Notes; (i) 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 14.1 12.1 and 14.212.2, without the consent of any Holder, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Subsidiary Guarantees to: (a) cure any ambiguity, defect or inconsistency; (b) provide for uncertificated Notes in addition to or in place of certificated Definitive Notes; (c) provide for the assumption of the Issuer’s or any Guarantor’s Obligations obligations to Holders of Notes in the case of 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 or otherwise comply with Section 12.110.1; (d) make any change that would provide any additional rights or benefits to the Holders of Notes or that does not materially adversely affect the legal rights under this Indenture of any Holder of Notes; (e) add any Subsidiary Guarantee additional Guarantors or to effect evidence the release of a any Guarantor from its Subsidiary Guarantee, all in accordance with obligations under its Guarantee to the provisions of this Indenture governing extent that such release is permitted by this Indenture, or to secure the Notes and termination the Guarantees or to otherwise comply with the provisions set out in Article 1513; (f) secure the Notes or any Subsidiary Guarantees or any other Obligation obligation under this Indenture; (g) evidence and provide for the acceptance of appointment by a successor Trustee; (h) conform the text of this Indenture, the Notes or the Subsidiary Guarantees to any provision of the “Description of Notes Notes” in the Offering Memorandum to the extent that such provision in this Indenture, “Description of Notes” in the Notes or the Subsidiary Guarantees Offering Memorandum was intended to be a verbatim recitation of a provision of this Indenture, the Description of Guarantees or the Notes; (i) 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 ‎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 ‎or add assets to Collateral to secure First-Lien Indebtedness to the extent such Indebtedness is permitted under this IndentureIndebtedness.