Common use of Certain Additional Covenants Clause in Contracts

Certain Additional Covenants. The Manager and the Fund hereby jointly and severally covenant and agree as follows: (i) unless otherwise directed or authorized by the Unitholders, to use their best efforts to: (A) monitor all aspects of the Fund's affairs relevant to its continuing qualification as a unit trust and a mutual fund trust for purposes of the Income Tax Act (Canada), and will promptly notify First Associates Investments Inc. upon its becoming aware of any circumstance that may cause the Fund to fail to continue to so qualify; (B) monitor the level of ownership of Units held by persons who are not resident in Canada and notify holders of Units in the manner contemplated by the Trust Agreement and the Agents as provided herein upon its becoming aware that: (1) more than 40% of the issued and outstanding Units are held by or for the benefit of persons who are not resident in Canada or circumstances exist that may reasonably be anticipated to result in such holding; or (2) a governmental body has proposed to change the Income Tax Act (Canada) or any other applicable legislation in a manner which reasonably could be expected to have a material adverse effect on the tax consequences to holders of Units, including without limiting the foregoing, any change or proposed change whereby the Units may cease to be eligible investments not constituting "foreign property" for any of the various deferred income plans provided for by the Income Tax Act (Canada) or whereby amounts allocated to Unitholders with respect to the Fund's income cease to be deductible by it; (C) the Fund will at all times conduct its affairs so as to continue to enable the Fund to qualify as a mutual fund trust and a unit trust under the Income Tax Act (Canada) and, in particular, the Fund will not carry on any business and will restrict its activities such that its only undertaking will be the investing of its funds in property in which a unit trust and a mutual fund trust are permitted by the Income Tax Act (Canada) to invest; and (ii) to duly, punctually and faithfully do and perform all the obligations to be performed by them under all Material Agreements to which they are a party and all such other things which they represent in the Prospectus will be done by either of them (including, without limitation, make all such elections, filings and distributions).

Certain Additional Covenants. The Manager (a) Buyer shall cause the Business of the Surviving Corporation to be operated as a separately reporting business unit until December 31, 2004. Buyer agrees that from and after the Fund hereby jointly Closing Date until December 31, 2004, Buyer shall cause the Surviving Corporation's Business to maintain a financial reporting system that will be sufficient to permit a firm of independent accountants to determine the Business' EBITDA, and severally covenant consequently, the amount of the Earnout Payments for 2003 and agree as follows:2004, if any, pursuant to Section 2.11. If after the Closing Date until December 31, 2004, any contracts of the Surviving Corporation's Business are transferred, assigned, or otherwise allocated or attributed, for financial reporting purposes, to Buyer or any of its other subsidiaries (other than the Company), then equitable and reasonable adjustments will be made in calculating the Business' EBITDA, and consequently, the amount of Earnout Payments, if any, to eliminate the effect of any transfer, assignment, allocation or attribution, and no such transfer, assignment, allocation or attribution shall be made unless the financial reporting system referred to in the immediately preceding sentence is capable of tracking the performance of distinct contracts in a manner that will permit such determination of the Business' EBITDA, and consequently, of the amount of the Earnout Payments payable pursuant to the terms of this Agreement. If after the Closing Date until December 31, 2004, any contracts of the Buyer or its subsidiaries (other than the Company) are transferred, assigned, or otherwise allocated or attributed, for financial reporting purposes, to the Surviving Corporation's Business, then equitable and reasonable adjustments shall be made in calculating the Business' EBITDA, and consequently, the amount of the Earnout Payments, if any, to eliminate the effect of any transfer, assignment, allocation or attribution and no such transfer, assignment, allocation or attribution shall be made unless the financial reporting system referred to in the immediately preceding sentence is capable of tracking the performance of distinct contracts in a manner that will permit such determination of the Business' EBITDA, and consequently, of the amount of Earnout Payments pursuant to the terms of this Agreement. All actions taken by Buyer during the period covered by this Section 5.11(a) shall be in good faith and not for the purpose of reducing the amount of Earnout Payments pursuant to the terms of this Agreement. (b) Notwithstanding anything herein to the contrary, after the Effective Time and continuing through December 31, 2004, the Surviving Corporation, at the discretion of the Shareholder Representative, shall be permitted to initially continue, in accordance with the Company's past practices, (i) unless otherwise directed or authorized by its employee vacation policy, (ii) its employee Bonus Plan and (iii) profit sharing distributions pursuant to its Profit Sharing Plan, with the Unitholdersunderstanding that each of the foregoing benefits may be revised in the future, on a mutually agreeable basis, with the understanding that there will be no adverse effect to the employees' compensation on an overall basis. Notwithstanding anything herein to the contrary, after the Effective Time and continuing through December 31, 2004, the Surviving Corporation shall be permitted to continue its overtime pay policy for direct billable employees. (c) The Merger Parties agree to use their best efforts to: (A) monitor all aspects to work together to limit any adverse effects of the Fund's affairs relevant to its continuing qualification as a unit trust allocations of overhead and a mutual fund trust for purposes of the Income Tax Act (Canada), general and will promptly notify First Associates Investments Inc. upon its becoming aware of any circumstance that may cause the Fund to fail to continue to so qualify; (B) monitor the level of ownership of Units held by persons who are not resident in Canada and notify holders of Units in the manner contemplated by the Trust Agreement and the Agents as provided herein upon its becoming aware that: (1) more than 40% of the issued and outstanding Units are held by or for the benefit of persons who are not resident in Canada or circumstances exist that may reasonably be anticipated to result in such holding; or (2) a governmental body has proposed to change the Income Tax Act (Canada) or any other applicable legislation in a manner which reasonably could be expected to have a material adverse effect on the tax consequences to holders of Units, including without limiting the foregoing, any change or proposed change whereby the Units may cease to be eligible investments not constituting "foreign property" for any of the various deferred income plans provided for by the Income Tax Act (Canada) or whereby amounts allocated to Unitholders administrative expenses with respect to the FundSurviving Corporation's income cease to be deductible by it;competitive position. (Cd) the Fund will at all times conduct its affairs so as to continue to enable the Fund to qualify as a mutual fund trust and a unit trust under the Income Tax Act (Canada) and, in particular, the Fund will not carry on any business and will restrict its activities such that its only undertaking will The Bonus Retention Escrow Amount shall be the investing of its funds in property in which a unit trust and a mutual fund trust are permitted by the Income Tax Act (Canada) to invest; and (ii) to duly, punctually and faithfully do and perform all the obligations to be performed by them under all Material Agreements to which they are a party and all such other things which they represent held in the Prospectus will be done Bonus Retention Escrow Account in order to compensate certain employees of the Company who continue their employment with the Surviving Corporation for a certain period of time after the Closing Date in accordance with certain retention agreements by either and between such employees and the Company ("Retention Agreements"). Buyer agrees to cause the Surviving Corporation to comply with the terms of them (including, without limitation, make all the Retention Agreements entered into by such elections, filings and distributions)employees to effect proper distributions from the Retention Bonus Escrow Account.

Certain Additional Covenants. The Manager (a) Seller will, and will cause the Fund hereby jointly management of the Company to, upon reasonable request, meet with Purchaser during normal business hours at C&A's or the Company's principal executive offices to discuss the general status of the ongoing operations of the Company, and severally covenant and agree as follows: Seller will notify Purchaser (i) unless otherwise directed of any emergency or authorized by change in the Unitholdersnormal conduct of the Business and (ii) of any event, occurrence, fact, condition, change or effect that constitutes a breach of any representation, warranty or covenant of C&A or Seller hereunder of which, to use their best efforts to: the Knowledge of Seller, Purchaser or Parent does not also have Knowledge (A) monitor all aspects other than any of the Fundforegoing occurring after the date hereof and not constituting a breach of Seller's affairs relevant to its continuing qualification as a unit trust and a mutual fund trust or C&A's covenants in this Agreement); provided, however, that for purposes of the Income Tax Act (Canada), rights and will promptly notify First Associates Investments Inc. upon its becoming aware of any circumstance that may cause the Fund to fail to continue to so qualify; (B) monitor the level of ownership of Units held by persons who are not resident in Canada and notify holders of Units in the manner contemplated by the Trust Agreement and the Agents as provided herein upon its becoming aware that: (1) more than 40% obligations of the issued and outstanding Units are held parties, any supplemental or amended disclosure by or for the benefit of persons who are Seller will not resident in Canada or circumstances exist that may reasonably be anticipated to result in such holding; or (2) a governmental body has proposed to change the Income Tax Act (Canada) or any other applicable legislation in a manner which reasonably could be expected deemed to have been disclosed unless so agreed in writing by Purchaser, or to preclude Purchaser from (i) seeking a material adverse effect on the tax consequences to holders of Units, including without limiting the foregoing, any change or proposed change whereby the Units may cease to be eligible investments not constituting "foreign property" remedy in damages for any losses incurred as a result of the various deferred income plans provided for by the Income Tax Act (Canada) omission of such supplemented or whereby amounts allocated to Unitholders with respect amended disclosure, subject to the Fund's income cease to be deductible by it; (C) the Fund will at all times conduct its affairs so as to continue to enable the Fund to qualify as a mutual fund trust and a unit trust under the Income Tax Act (Canada) and, limitations set forth in particular, the Fund will not carry on any business and will restrict its activities such that its only undertaking will be the investing of its funds in property in which a unit trust and a mutual fund trust are permitted by the Income Tax Act (Canada) to invest; and Section 5.2 or (ii) terminating this Agreement if such supplemented or amended disclosure causes or reveals the failure of any condition to dulyPurchaser's obligation to close. (b) Purchaser will notify Seller prior to the Closing if Purchaser obtains Knowledge of any breach of any representation, punctually warranty or covenant of Seller or C&A hereunder of which, to the Knowledge of Purchaser, Seller or C&A does not also have Knowledge. (c) C&A and faithfully do and perform all Seller will use reasonable efforts to have ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, L.L.P. consent to Purchaser's use of the obligations to be performed by them under all Material Agreements to which they are a party and all such other things which they represent audited financial statements included in the Prospectus will Financial Statements as may be done required by either of them (including, without limitation, make all such elections, filings and distributions)applicable Law in the disclosure documents relating to Purchaser's contemplated financing.

Certain Additional Covenants. The Manager and At any time during which the Fund hereby jointly and severally covenant and agree as followsPurchaser owns any outstanding Notes or the Warrant: (a) Prior to entering into any Claim Proceeds Purchase Agreement with any Person whose primary place of residence or business is located in a state in which there are no Persons with which the Company had previously entered into a Claim Proceeds Purchase Agreement, the Company shall (i) unless otherwise directed consult with legal counsel (which may or authorized by the Unitholders, may not be licensed to use their best efforts to: (A) monitor all aspects of the Fund's affairs relevant to its continuing qualification as a unit trust and a mutual fund trust for purposes of the Income Tax Act (Canada), and will promptly notify First Associates Investments Inc. upon its becoming aware of any circumstance that may cause the Fund to fail to continue to so qualify; (B) monitor the level of ownership of Units held by persons who are not resident in Canada and notify holders of Units practice in the manner contemplated by the Trust Agreement and the Agents as provided herein upon its becoming aware that: (1Applicable State) more than 40% of the issued and outstanding Units are held by or for the benefit of persons who are not resident in Canada or circumstances exist that may reasonably be anticipated to result in such holding; or (2) a governmental body has proposed to change the Income Tax Act (Canada) or any other applicable legislation in a manner which reasonably could be expected to have a material adverse effect on the tax consequences to holders of Units, including without limiting the foregoing, any change or proposed change whereby the Units may cease to be eligible investments not constituting "foreign property" for any of the various deferred income plans provided for by the Income Tax Act (Canada) or whereby amounts allocated to Unitholders with respect to the Fund's income cease to be deductible by it; (C) the Fund will at all times conduct its affairs so as to continue to enable the Fund to qualify as a mutual fund trust validity and a unit trust enforceability of Claim Proceeds Purchase Agreements under the Income Tax Act (Canada) and, in particular, Applicable Law of the Fund will not carry on any business Applicable State and will restrict its activities such that its only undertaking will be the investing of its funds in property in which a unit trust and a mutual fund trust are permitted by the Income Tax Act (Canada) to invest; and (ii) on the basis of such legal consultations, among other factors, attempt in good faith to duly, punctually and faithfully do and perform all make a considered business judgment with respect to the obligations advisability of entering into such Claim Proceeds Purchase Agreement. (b) The Company shall cause to be performed by them under done all Material Agreements things necessary to which they are a party maintain, preserve and renew its corporate existence and all material licenses, authorizations and permits necessary to the conduct of its business. (c) The Company shall apply for and continue in force adequate insurance covering risks of such types and in such amounts as are customary for corporations of similar size engaged in similar lines of business. (d) The Company shall pay and discharge, when due and payable, all taxes, assessments and governmental charges imposed upon its properties or upon the income or profits therefrom (in each case before the same becomes delinquent and before penalties accrue thereon) unless the same is being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with GAAP, consistently applied) have been established on its books with respect thereto. (e) The Company shall pay and discharge, when due and payable, all interest and principal amounts payable under the Notes and any other indebtedness of the Company (in each case before the same becomes delinquent and before penalties accrue thereon), subject to the terms and conditions of the Notes and such other things which they represent indebtedness, unless the same is being contested in the Prospectus will be done good faith and by either of them appropriate proceedings and adequate reserves (includingas determined in accordance with GAAP, without limitation, make all such elections, filings and distributions)consistently applied) have been established on its books with respect thereto.