Common use of Covenants Regarding Clause in Contracts

Covenants Regarding. Exchangeable Shares --------------------------------------- So long as any Exchangeable Shares not owned by Big Flash or its Affiliates are outstanding, Big Flash shall: (a) not declare or pay any dividend on Big Flash Common Shares unless (i) Exchangeco shall simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in the Share Provisions) on the Exchangeable Shares, and (ii) Exchangeco shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with the applicable law, of any such dividend on the Echangeable Shares: (b) advise Exchangeco sufficiently in advance of the declaration by Big Flash of any dividend on Big Flash Common Shares and take all such other actions, including payment or transfer of monies, as are necessary, in co-operation with Exchangeco, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on Big Flash Common Shares; (c) ensure that the record date for any dividend declared on Big Flash Common Shares is not less than ten (10) Business Days after the declaration date of such dividend; (d) take all such actions, including payment or transfer of monies, and do all such things as are reasonably necessary or desirable to enable and permit Exchangeco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share upon a Liquidation Distribution, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by Exchangeco, as the case may be, including, without limitation, all such actions and all such things as are necessary or desirable to enable and permit Exchangeco to instruct the Trustee to cause the Big Flash Common Shares to be delivered directly to the holders of Exchangeable Shares by the Trustee in accordance with the provisions of Section 5, 6 or 7, as the case may be, of the Share Provisions; (e) take all such actions and do all such things as are necessary or desirable to enable and permit it, in accordance with applicable law, to perform its obligations arising upon the exercise by it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right including, without limitation, all such actions and all such things as are necessary or desirable to enable, permit and instruct Exchangeco to cause the Big Flash Common Shares to be delivered to the holders of Exchangeable Shares in accordance with the provisions of Section 8 of the Share Provisions; and (f) not exercise its vote as a direct or indirect shareholder to initiate the voluntary liquidation, dissolution or winding-up of Exchangeco nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding-up of Exchangeco.

Covenants Regarding. Exchangeable Shares --------------------------------------- So long as any Exchangeable Shares not owned by Big Flash Monaco or its Affiliates are outstanding, Big Flash shallMonaco covenants and agrees in favour of SVFI and MG Holdings that it will: (a) not declare or pay any dividend on Big Flash the Monaco Common Shares unless (i) Exchangeco MG Holdings shall simultaneously on the same day declare or pay, as the case may be, an equivalent dividend (as provided for in the Share Provisions) on the Exchangeable Shares, Shares (an "Equivalent Dividend") and (ii) Exchangeco MG Holdings shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with the applicable law, of any such Equivalent Dividend or (iii) MG Holdings shall (y) subdivide the Exchangeable Shares in lieu of stock dividend on thereon (as provided for in the Echangeable Shares:Share Provisions) (an "Equivalent Stock Subdivision"), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise Exchangeco MG Holdings sufficiently in advance of the declaration by Big Flash Monaco of any dividend on Big Flash Monaco Common Shares and take all such other actions, including payment or transfer of monies, actions as are reasonably necessary, in co-operation with ExchangecoMG Holdings, to ensure that (i) the respective declaration date, record date and payment date for a dividend an Equivalent Dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on Big Flash the Monaco Common Shares, or (ii) the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the corresponding stock dividend on the Monaco Common Shares; (c) ensure that the record date for any dividend declared on Big Flash Monaco Common Shares is not less than ten (10) 10 Business Days after the declaration date of such dividend; (d) take all such actions, including payment or transfer of monies, actions and do all such things as are reasonably necessary or desirable to enable and permit ExchangecoMG Holdings, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Redemption Price, the Retraction Price or the Redemption Call Purchase Price in respect of each issued and outstanding Exchangeable Share (other than Exchangeable Shares owned by Monaco or its Affiliates) upon a Liquidation Distributionthe liquidation, dissolution or winding-up of MG Holdings or any other distribution of the assets of MG Holdings among its shareholders for the purpose of winding up its affairs, the delivery of a Retraction Request by a holder Holder of Exchangeable Shares or a redemption of Exchangeable Shares by ExchangecoMG Holdings, as the case may be, including, including without limitation, limitation all such actions and all such things as are necessary or desirable to enable and permit Exchangeco to instruct the Trustee MG Holdings to cause the Big Flash Common Shares to be delivered directly Monaco Common Shares to the holders of Exchangeable Shares by the Trustee in accordance with Articles 5, 6, 7 or 8 of the provisions of Section 5, 6 or 7, as the case may be, of the Share Provisions; (e) take all such actions and do all such things as are necessary or desirable to enable and permit itMonaco, in accordance with applicable law, to perform its obligations arising upon the exercise by it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right including, Right. including without limitation, limitation all such actions and all such things as are necessary or desirable to enable, enable and permit and instruct Exchangeco Monaco to cause the Big Flash to be delivered Monaco Common Shares to be delivered to the holders Holders of Exchangeable Shares in accordance with the provisions of Section 8 of the Share ProvisionsLiquidation Call Right, the Retraction Call Right or the redemption Call Right as the case may be; and (f) not exercise its vote as a direct or indirect shareholder to initiate the voluntary liquidation, dissolution or winding-winding up of Exchangeco MG Holdings or any other distribution of the assets of MG Holdings among its shareholders for the purpose of winding up its affairs, nor take any action or omit to take any action that is designed to result in the liquidation, dissolution or winding-winding up of ExchangecoMG Holdings or any other distribution of the assets of MG Holdings among its shareholders for the purpose of winding up its affairs.

Covenants Regarding. Exchangeable Shares --------------------------------------- So long as any Exchangeable Shares not owned by Big Flash JDS Uniphase or its Affiliates are outstanding, Big Flash shallJDS Uniphase will: (a) not declare or pay any dividend on Big Flash the JDS Uniphase Common Shares unless (i) Exchangeco shall (w) simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in the Share Provisions) on the Exchangeable SharesShares (an "Equivalent Dividend"), and (iix) Exchangeco shall have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with the applicable law, of any such Equivalent Dividend, or (ii) Exchangeco shall (y) subdivide the Exchangeable Shares in lieu of a stock dividend on thereon (as provided for in the Echangeable Shares:Share Provisions) (an "Equivalent Stock Subdivision"), and (z) have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision; (b) advise Exchangeco sufficiently in advance of the declaration by Big Flash JDS Uniphase of any dividend on Big Flash JDS Uniphase Common Shares and take all such other actions, including payment or transfer of monies, actions as are reasonably necessary, in co-operation with Exchangeco, to ensure that that (i) the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares an Equivalent Dividend shall be the same as the declaration date, record date and payment date for the corresponding dividend on Big Flash the JDS Uniphase Common Shares or, (ii) the record date and effective date for an Equivalent Stock Subdivision shall be the same as the record date and payment date for the corresponding stock dividend on the JDS Uniphase Common Shares; (c) ensure that the record date for any dividend declared on Big Flash JDS Uniphase Common Shares is not less than ten (10) 10 Business Days after the declaration date of such dividend; (d) take all such actions, including payment or transfer of monies, actions and do all such things as are reasonably necessary or desirable to enable and permit Exchangeco, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share upon a Liquidation Distributionthe liquidation, dissolution or winding-up of Exchangeco, the delivery of a Retraction Request by a holder of Exchangeable Shares or a redemption of Exchangeable Shares by Exchangeco, as the case may be, including, including without limitation, limitation all such actions and all such things as are necessary or desirable to enable and permit Exchangeco to instruct the Trustee to cause the Big Flash Common Shares to be delivered directly JDS Uniphase Common Shares to the holders of Exchangeable Shares by the Trustee in accordance with the provisions of Section Article 5, 6 or 7, as the case may be, of the Share Provisions; (e) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit itJDS Uniphase Nova Scotia, in accordance with applicable law, to perform its obligations arising upon the exercise by it of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right includingRight, including without limitation, limitation all such actions and all such things as are necessary or desirable to enable, enable and permit and instruct Exchangeco JDS Uniphase Nova Scotia to cause the Big Flash Common Shares to be delivered JDS Uniphase Common Shares to the holders of Exchangeable Shares in accordance with the provisions of Section 8 of the Share ProvisionsLiquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be; and (f) not exercise its vote if it becomes a "specified financial institution" (as a direct or indirect shareholder to initiate the voluntary liquidation, dissolution or winding-up of Exchangeco nor take any action or omit to take any action that such term is designed to result defined in the liquidationIncome Tax Act (Canada)) or does not deal at arm's length with such a person, dissolution take all such actions and do all such things as are reasonably necessary or winding-up desirable to cause JDS Uniphase Nova Scotia to exercise the Retraction Call Right if requested to do so by a holder of ExchangecoExchangeable Shares making a Retraction Request.