Common use of Operational Covenants Clause in Contracts

Operational Covenants. Without limiting the generality of the foregoing, except in each case (i) as expressly set forth in Schedule 5.02 of the Company Disclosure Schedule, (ii) as expressly contemplated, permitted or required by this Agreement, (iii) as required by Law or (iv) as consented to by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company agrees that during the Pre-Effective Date Period, the Company shall and shall cause each of the Company’s Subsidiaries to: (a) not split, consolidate or reclassify any of the outstanding securities of the Company or any of its Subsidiaries nor undertake any other capital reorganization, nor declare, set aside or pay any dividends on, reduce capital or make any other distributions on or in respect of the outstanding securities of the Company or any of its Subsidiaries other than quarterly cash dividends or distributions on the Common Shares or DSUs in accordance with the Company’s past practice and dividend policy, or dividends or other distributions by a direct or indirect wholly-owned Subsidiary to the Company or another wholly-owned Subsidiary; (b) not amend or modify the articles of incorporation or by-laws or other organizational documents of the Company or any of its Subsidiaries, as the case may be, the terms of any of the outstanding securities (or rights to acquire them), or any outstanding indebtedness and credit facilities of the Company or any of its Subsidiaries; (c) subject to (i) below, not issue any securities (other than the issuance of Common Shares upon the exercise of currently outstanding rights to acquire Common Shares set forth on Schedule 3.03 of the Company Disclosure Schedule) or new options to acquire the capital stock of the Company, or redeem, offer to purchase or purchase any of its outstanding securities, other than pursuant to any existing Contract set forth on Schedule 3.03 of the Company Disclosure Schedule; (d) subject to (g) below and except for the Transactions, not enter into, adopt or consummate any liquidation, dissolution, merger, amalgamation, arrangement, consolidation or reorganization of the Company or any of its Subsidiaries; (e) subject to applicable Laws, (i) not enter into, terminate, amend, or waive any material term of any material Contract other than in the ordinary course of business, (ii) not enter into or extend the term or scope of any Contract that purports to restrict the Company or any of its Subsidiaries or Affiliates, from engaging in any line of business or in any geographic area, and (iii) not enter into any material Contract that would be breached by, or require the consent of any third party in order to continue in full force following, the consummation of the Transactions; provided that the Company shall advise Parent prior to entering into, amending, terminating or waiving any material term of any Significant Metal Supply Agreement or Significant Customer Contract; (f) not enter into, adopt, amend, vary, modify or take any other action with respect to any bonus, profit sharing, incentive, salary or other compensation, equity based award, pension, retirement, deferred compensation, severance, change in control, employment or other employee benefit plan, agreement, trust, fund, or arrangement for the benefit or welfare of any employee, except, in each case, (i) for any increases in the compensation or benefits (A) in the ordinary course of business and consistent with past practice, (B) in accordance with annual merit salary or bonus increases, or (C) as required by Contract (provided that in the case of the Company’s directors and executive officers, such Contracts are set forth on Schedule 5.10 of the Company Disclosure Schedule), or (ii) for any new hires where annual base salary does not exceed $350,000, with respect to employees located in North America, or $400,000, with respect to employees located outside of North America; (g) subject to Section 5.04, not sell, lease, encumber or otherwise dispose of any capital assets or group of related capital assets other than obsolete equipment (through one or more related or unrelated transactions) having a value in excess of $20,000,000 in the aggregate for all such transactions; (h) other than borrowings under existing lines of credit and revolving credit facilities in the ordinary course of business (or any refinancing of such existing lines not to exceed their current limits) or indebtedness owing to, or guarantees of indebtedness owing to, the Company or any Subsidiary, not incur or commit to incur any indebtedness for borrowed money or issue any debt securities, incur or commit to incur, or guarantee, endorse or otherwise become responsible for any other material liability, obligation or indemnity or the obligations of any other Person or other business organization, or make any loans or advances except to the Company or wholly-owned Subsidiaries; (i) not grant or amend the terms of any Options, SARs, DSUs, PSUs, SPAUs or similar incentives except, in each case, as specifically required by Contracts set forth on Schedule 3.03 of the Company Disclosure Schedule; (j) except in the ordinary course of business and consistent with past practice, not waive, release, assign, settle or compromise any material claims, litigation or arbitration or other material legal rights, not satisfy any material liabilities substantially prior to the same being due, and other than in the ordinary course of business, not enter into any interest rate, currency or commodity swaps, hxxxxx, or similar financial instruments; (k) not incur, or commit to, capital expenditures: (i) other than capital expenditures contemplated by the Company’s budget or capital plan for 2007, or (ii) otherwise not in excess of $35,000,000 in the aggregate (provided that the Company shall advise Parent in advance of incurring or committing to any capital expenditures in excess of $15,000,000 in the aggregate); (l) not make any changes to existing accounting policies unless required by U.S. GAAP, or as recommended by the Company’s independently registered public accountants, or pursuant to written instructions, comments or orders from the SEC, the OSC or any applicable securities regulatory authority of the other provinces and territories of Canada; (m) subject to Section 5.04, not acquire or agree to acquire (by merger, amalgamation, acquisition of stock or assets or otherwise) any Person or other business organization or division other than (i) acquisitions for consideration that is individually not in excess of $5,000,000, or in the aggregate, not in excess of $10,000,000 and (ii) capital expenditures to the extent otherwise permitted by this Agreement; (n) not make, rescind or change any material election with respect to Taxes or file any material amended Tax Return, settle any material Tax claim or dispute or waive or extend the statute of limitations relating to any Taxes of the Company or any Subsidiary, or other than in the ordinary course of business and consistent with past practice, enter into any closing agreement regarding Taxes, surrender any right to claim a material tax refund or amend any of its transfer pricing policies; (o) not amend the Rights Plan or adopt, approve or implement any other shareholder rights plan or similar poison pill arrangement, other than in connection with a Superior Proposal; (p) not take any materially adverse employment actions outside the ordinary course of business, including mass redundancies, and including with respect to the employees of the Company and its Subsidiaries employed in Europe, except in consultation with the applicable works councils of the European Community member nations, the European works council, and the United Kingdom works council; or (q) not authorize or enter into any agreement or commitment to do any of the things prohibited by any of the foregoing subparagraphs. In the event that the Company proposes to take an action not otherwise permitted by Section 5.02 of this Agreement, or proposes to decline to take an action otherwise required by Section 5.01 of this Agreement, the Company will request the consent of Parent to such action, or inaction, as the case may be, in accordance with the procedures set forth in the Company Disclosure Schedule (the “Consent Procedures”). Each of the Company and Parent agree to comply in good faith with the Consent Procedures.

Operational Covenants. Without limiting the generality of the foregoing, except in each case (i) as expressly set forth in Schedule 5.02 of the Company Disclosure Schedule, (ii) as expressly contemplated, permitted or required by this Agreement, (iii) as required by Law or (iv) as consented to by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company agrees that during the Pre-Effective Date Period, the Company shall and shall cause each of the Company’s Subsidiaries to: Tenant agrees; (a) not splitto use, consolidate or reclassify any of maintain and occupy the outstanding securities of the Company or any of its Subsidiaries nor undertake any other capital reorganizationLeased Premises in a careful, nor declare, set aside or pay any dividends on, reduce capital or make any other distributions on or in respect of the outstanding securities of the Company or any of its Subsidiaries other than quarterly cash dividends or distributions on the Common Shares or DSUs in accordance with the Company’s past practice safe and dividend policy, or dividends or other distributions by a direct or indirect wholly-owned Subsidiary to the Company or another wholly-owned Subsidiary; proper manner; (b) without the prior written consent of Landlord, not amend to place or modify the articles of incorporation or by-laws maintain any merchandise or other organizational documents of articles in any vestibule or entry to the Company or any of its SubsidiariesLeased Premises, as on the case may be, the terms of any of the outstanding securities (or rights to acquire them)sidewalks adjacent thereto, or any outstanding indebtedness and credit facilities of elsewhere on the Company or any of its Subsidiaries; exterior thereof; (c) subject to (i) belowmaintain the Leased Premises at its own expense in a clean, not issue any securities (orderly and sanitary condition, free of insects, rodents, vermin and other than the issuance of Common Shares upon the exercise of currently outstanding rights to acquire Common Shares set forth on Schedule 3.03 of the Company Disclosure Schedule) or new options to acquire the capital stock of the Company, or redeem, offer to purchase or purchase any of its outstanding securities, other than pursuant to any existing Contract set forth on Schedule 3.03 of the Company Disclosure Schedule; pests; (d) subject not to (g) below and except use, nor permit nor suffer the use of, any apparatus or instruments for musical or other sound reproductions or transmission or any business or mechanical machines in such manner that would be other than “background music” that the Transactions, not enter into, adopt sounds emanating therefrom or consummate any liquidation, dissolution, merger, amalgamation, arrangement, consolidation or reorganization caused thereby shall be audible beyond the interior of the Company or any of its Subsidiaries; Leased Premises; (e) subject not to applicable Lawsreceive or ship articles, (i) not enter into, terminate, amendfixtures, or waive any material term merchandise of any material Contract kind other than in the ordinary course of business, (ii) not enter into or extend the term or scope of any Contract from that purports to restrict the Company or any of its Subsidiaries or Affiliates, from engaging in any line of business or in any geographic area, and (iii) not enter into any material Contract that would be breached by, or require the consent of any third party in order to continue in full force following, the consummation portion of the TransactionsLeased Premises which Landlord designates for such purposes; provided that the Company shall advise Parent prior to entering into, amending, terminating or waiving any material term of any Significant Metal Supply Agreement or Significant Customer Contract; (f) not enter intoto store goods, adopt, amend, vary, modify wares or take any other action with respect merchandise on the Leased Premises except for Items which Tenant intends to any bonus, profit sharing, incentive, salary or other compensation, equity based award, pension, retirement, deferred compensation, severance, change offer for sale therein in control, employment or other employee benefit plan, agreement, trust, fund, or arrangement for the benefit or welfare regular course of any employee, except, in each case, its business; (g) to keep clean all exterior surfaces of the Leased Premises; (h) to keep all mechanical apparatus free of vibration and noise which may be transmitted beyond the Leased Premises; and (i) to properly vent and control any odors and not cause or permit objectionable odors to emanate or be dispelled from the Leased Premises. Tenant further agrees that it will not: (j) obstruct any driveway, corridor, footwalks or parking area, or any other common area; (k) use or permit the use of any objectionable advertising medium such as, without limitation, loudspeakers, phonographs, public address systems, sound amplifiers, reception or radio or television broadcasts within the Leased Premises, which is in any manner audible outside of the Leased Premises; (l) receive or ship articles of any kind outside the designated loading areas for the Leased Premises; (m) conduct or permit to be conducted any auction, fictitious fire sale, going-out-of-business sale or bankruptcy sale, or other similar type sale in or connected with the Leased Premises; (n) use or permit the use of any portion of the Leased Premises in a manner likely to injure the reputation of the Property or which will be in violation of any law; (o) place a load upon any floor which exceeds the floor load which the floor was designed to carry; (p) use the Leased Premises for any increases in the compensation unlawful or benefits (A) in the ordinary course of business and consistent with past practiceillegal business, (B) in accordance with annual merit salary use or bonus increasespurpose, or for any business, use or purpose which is immoral or disreputable, or which is hazardous, or in such manner as to constitute a nuisance of any kind (C) as required by Contract (provided that in the case of the Company’s directors and executive officers, such Contracts are set forth on Schedule 5.10 of the Company Disclosure Schedulepublic or private), or (ii) for any new hires where annual base salary does purpose or in any way in violation of the certificates of occupancy (or other similar approvals of applicable governmental authorities). Tenant shall not exceed $350,000, with respect to employees located in North Americainstall, or $400,000permit to be Installed, with respect any rooftop equipment without the prior written approval of Landlord, which approval may be withheld in Landlord’s sole discretion. Any and all rooftop equipment permitted by Landlord pursuant to employees located outside of North America; (g) such prior written approval shall be subject to Section 5.04, not sell, lease, encumber or otherwise dispose of any capital assets or group of related capital assets other than obsolete equipment (through one or more related or unrelated transactions) having a value in excess of $20,000,000 in the aggregate for all such transactions; (h) other than borrowings under existing lines of credit separate license agreement between Landlord and revolving credit facilities in the ordinary course of business (or any refinancing of such existing lines not to exceed their current limits) or indebtedness owing to, or guarantees of indebtedness owing to, the Company or any Subsidiary, not incur or commit to incur any indebtedness for borrowed money or issue any debt securities, incur or commit to incur, or guarantee, endorse or otherwise become responsible for any other material liability, obligation or indemnity or the obligations of any other Person or other business organization, or make any loans or advances except to the Company or wholly-owned Subsidiaries; (i) not grant or amend the terms of any Options, SARs, DSUs, PSUs, SPAUs or similar incentives except, in each case, as specifically required by Contracts set forth on Schedule 3.03 of the Company Disclosure Schedule; (j) except in the ordinary course of business Tenant and consistent with past practice, not waive, release, assign, settle or compromise any material claims, litigation or arbitration or other material legal rights, not satisfy any material liabilities substantially prior to the same being due, and other than in the ordinary course of business, not enter into any interest Landlord’s then applicable rooftop annual rental rate, currency or commodity swaps, hxxxxx, or similar financial instruments; (k) not incur, or commit to, capital expenditures: (i) other than capital expenditures contemplated by the Company’s budget or capital plan for 2007, or (ii) otherwise not in excess of $35,000,000 in the aggregate (provided that the Company shall advise Parent in advance of incurring or committing to any capital expenditures in excess of $15,000,000 in the aggregate); (l) not make any changes to existing accounting policies unless required by U.S. GAAP, or as recommended by the Company’s independently registered public accountants, or pursuant to written instructions, comments or orders from the SEC, the OSC or any applicable securities regulatory authority of the other provinces and territories of Canada; (m) subject to Section 5.04, not acquire or agree to acquire (by merger, amalgamation, acquisition of stock or assets or otherwise) any Person or other business organization or division other than (i) acquisitions for consideration that is individually not in excess of $5,000,000, or in the aggregate, not in excess of $10,000,000 and (ii) capital expenditures to the extent otherwise permitted by this Agreement; (n) not make, rescind or change any material election with respect to Taxes or file any material amended Tax Return, settle any material Tax claim or dispute or waive or extend the statute of limitations relating to any Taxes of the Company or any Subsidiary, or other than in the ordinary course of business and consistent with past practice, enter into any closing agreement regarding Taxes, surrender any right to claim a material tax refund or amend any of its transfer pricing policies; (o) not amend the Rights Plan or adopt, approve or implement any other shareholder rights plan or similar poison pill arrangement, other than in connection with a Superior Proposal; (p) not take any materially adverse employment actions outside the ordinary course of business, including mass redundancies, and including with respect to the employees of the Company and its Subsidiaries employed in Europe, except in consultation with the applicable works councils of the European Community member nations, the European works council, and the United Kingdom works council; or (q) not authorize or enter into any agreement or commitment to do any of the things prohibited by any of the foregoing subparagraphs. In the event that the Company proposes to take an action not otherwise permitted by Section 5.02 of this Agreement, or proposes to decline to take an action otherwise required by Section 5.01 of this Agreement, the Company will request the consent of Parent to such action, or inaction, as the case may be, in accordance with the procedures set forth in the Company Disclosure Schedule (the “Consent Procedures”). Each of the Company and Parent agree to comply in good faith with the Consent Procedures.

Operational Covenants. Without limiting the generality of the foregoing, except in each case (i) as expressly set forth in Schedule 5.02 of the Company Disclosure Schedule, (ii) as expressly contemplated, permitted or required by this Agreement, (iii) as required by Law or (iv) as consented to by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company agrees that during the Pre-Effective Date Period, the Company shall and shall cause each of the Company’s Subsidiaries to: Tenant agrees: (a) not splitto use, consolidate or reclassify any of maintain and occupy the outstanding securities of the Company or any of its Subsidiaries nor undertake any other capital reorganizationLeased Premises in a careful, nor declare, set aside or pay any dividends on, reduce capital or make any other distributions on or in respect of the outstanding securities of the Company or any of its Subsidiaries other than quarterly cash dividends or distributions on the Common Shares or DSUs in accordance with the Company’s past practice safe and dividend policy, or dividends or other distributions by a direct or indirect wholly-owned Subsidiary to the Company or another wholly-owned Subsidiary; proper manner; (b) without the prior written consent of Landlord, not amend to place or modify the articles of incorporation or by-laws maintain any merchandise or other organizational documents articles in any vestibule or entry to the Leased Premises, on the sidewalks or parking lot in the front, rear or sides of the Company building or any of its Subsidiaries, as adjacent thereto or elsewhere on the case may be, the terms of any of the outstanding securities (or rights to acquire them), or any outstanding indebtedness and credit facilities of the Company or any of its Subsidiaries; exterior thereof; (c) subject to (i) belowmaintain the Leased Premises in a clean, not issue any securities (orderly and sanitary condition, free of insects, rodents, vermin and other than the issuance of Common Shares upon the exercise of currently outstanding rights to acquire Common Shares set forth on Schedule 3.03 of the Company Disclosure Schedule) or new options to acquire the capital stock of the Company, or redeem, offer to purchase or purchase any of its outstanding securities, other than pursuant to any existing Contract set forth on Schedule 3.03 of the Company Disclosure Schedule; pests; (d) subject not to (g) below and except use, nor permit nor suffer the use of, any apparatus or instruments for musical or other sound or video reproductions or transmission other than “background music,” or any business or mechanical machines in such manner that would result in the Transactions, not enter into, adopt sounds emanating therefrom or consummate any liquidation, dissolution, merger, amalgamation, arrangement, consolidation or reorganization caused thereby being audible beyond the interior of the Company or any of its Subsidiaries; Leased Premises; (e) subject not to applicable Lawsreceive or ship articles, (i) not enter into, terminate, amendfixtures, or waive any material term merchandise of any material Contract kind other than in the ordinary course of business, (ii) not enter into or extend the term or scope of any Contract from that purports to restrict the Company or any of its Subsidiaries or Affiliates, from engaging in any line of business or in any geographic area, and (iii) not enter into any material Contract that would be breached by, or require the consent of any third party in order to continue in full force following, the consummation portion of the TransactionsLeased Premises designated on Exhibit A for such purposes; provided that the Company shall advise Parent prior to entering into, amending, terminating or waiving any material term of any Significant Metal Supply Agreement or Significant Customer Contract; (f) not enter intoto store goods, adopt, amend, vary, modify wares or take any other action with respect merchandise on the Leased Premises except for items which Tenant intends to any bonus, profit sharing, incentive, salary use or other compensation, equity based award, pension, retirement, deferred compensation, severance, change offer for sale in control, employment or other employee benefit plan, agreement, trust, fund, or arrangement for the benefit or welfare regular course of any employee, except, in each case, its business; (g) [intentionally omitted]; (h) to keep all mechanical apparatus reasonably free of vibration and noise which may be transmitted beyond the Leased Premises; (i) for to properly vent and control any increases in odors and not cause or permit objectionable odors to emanate or be dispelled from the compensation or benefits (A) in the ordinary course of business and consistent with past practice, (B) in accordance with annual merit salary or bonus increases, or (C) as required by Contract (provided that in the case of the Company’s directors and executive officers, such Contracts are set forth on Schedule 5.10 of the Company Disclosure Schedule), or (ii) for any new hires where annual base salary does not exceed $350,000, with respect to employees located in North America, or $400,000, with respect to employees located outside of North America; (g) subject to Section 5.04, not sell, lease, encumber or otherwise dispose of any capital assets or group of related capital assets other than obsolete equipment (through one or more related or unrelated transactions) having a value in excess of $20,000,000 in the aggregate for all such transactions; (h) other than borrowings under existing lines of credit and revolving credit facilities in the ordinary course of business (or any refinancing of such existing lines not to exceed their current limits) or indebtedness owing to, or guarantees of indebtedness owing to, the Company or any Subsidiary, not incur or commit to incur any indebtedness for borrowed money or issue any debt securities, incur or commit to incur, or guarantee, endorse or otherwise become responsible for any other material liability, obligation or indemnity or the obligations of any other Person or other business organization, or make any loans or advances except to the Company or wholly-owned Subsidiaries; (i) not grant or amend the terms of any Options, SARs, DSUs, PSUs, SPAUs or similar incentives except, in each case, as specifically required by Contracts set forth on Schedule 3.03 of the Company Disclosure Schedule; Leased Premises; (j) except in the ordinary course of business and consistent with past practicenot to obstruct any driveway, not waivecorridor, release, assign, settle footwalks or compromise any material claims, litigation or arbitration or other material legal rights, not satisfy any material liabilities substantially prior to the same being due, and other than in the ordinary course of business, not enter into any interest rate, currency or commodity swaps, hxxxxxparking area, or similar financial instruments; any other common area; (k) not incurto conduct or permit to be conducted any auction, fictitious fire sale, going-out-of-business sale or bankruptcy sale, or commit to, capital expenditures: (i) other than capital expenditures contemplated by similar type sale in or connected with the Company’s budget or capital plan for 2007, or (ii) otherwise not in excess of $35,000,000 in the aggregate (provided that the Company shall advise Parent in advance of incurring or committing to any capital expenditures in excess of $15,000,000 in the aggregate); Leased Premises; (l) not make to place a load upon any changes floor which exceeds the floor load which the floor was designed to existing accounting policies unless required by U.S. GAAP, or as recommended by the Company’s independently registered public accountants, or pursuant to written instructions, comments or orders from the SEC, the OSC or any applicable securities regulatory authority of the other provinces carry; and territories of Canada; (m) subject not to Section 5.04use the Leased Premises for any unlawful or illegal business, not acquire use or agree to acquire (by mergerpurpose, amalgamationor for any business, acquisition of stock use or assets purpose which is immoral or otherwise) any Person disreputable, or other business organization or division other than (i) acquisitions for consideration that which is individually not in excess of $5,000,000hazardous, or in such manner as to constitute a nuisance of any kind (public or private), or for any purpose or in any way in violation of the aggregatecertificates of occupancy (or other similar approvals of applicable governmental authorities). Tenant shall not install, not or permit to be installed, any rooftop equipment without the prior written approval of Landlord, which approval may be withheld in excess of $10,000,000 Landlord’s sole discretion. Any and (ii) capital expenditures to the extent otherwise all rooftop equipment permitted by this Agreement; (n) not make, rescind or change any material election with respect to Taxes or file any material amended Tax Return, settle any material Tax claim or dispute or waive or extend the statute of limitations relating to any Taxes of the Company or any Subsidiary, or other than in the ordinary course of business and consistent with past practice, enter into any closing agreement regarding Taxes, surrender any right to claim a material tax refund or amend any of its transfer pricing policies; (o) not amend the Rights Plan or adopt, approve or implement any other shareholder rights plan or similar poison pill arrangement, other than in connection with a Superior Proposal; (p) not take any materially adverse employment actions outside the ordinary course of business, including mass redundancies, and including with respect to the employees of the Company and its Subsidiaries employed in Europe, except in consultation with the applicable works councils of the European Community member nations, the European works council, and the United Kingdom works council; or (q) not authorize or enter into any agreement or commitment to do any of the things prohibited by any of the foregoing subparagraphs. In the event that the Company proposes to take an action not otherwise permitted by Section 5.02 of this Agreement, or proposes to decline to take an action otherwise required by Section 5.01 of this Agreement, the Company will request the consent of Parent Landlord pursuant to such action, or inaction, as the case may be, in accordance with the procedures set forth in the Company Disclosure Schedule (the “Consent Procedures”). Each of the Company prior written approval shall be subject to a separate license agreement between Landlord and Parent agree to comply in good faith with the Consent ProceduresTenant and Landlord’s then applicable rooftop annual rental rate.

Operational Covenants. Without limiting the generality of the foregoing, except in each case (i) as expressly set forth in Schedule 5.02 of the Company Disclosure Schedule, (ii) as expressly contemplated, permitted or required by this Agreement, (iii) as required by Law or (iv) as consented to by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company agrees that during the Pre-Effective Date Period, the Company shall and shall cause each of the Company’s Subsidiaries to: : (a) not split, consolidate or reclassify any of the outstanding securities of the Company or any of its Subsidiaries nor undertake any other capital reorganization, nor declare, set aside or pay any dividends on, reduce capital or make any other distributions on or in respect of the outstanding securities of the Company or any of its Subsidiaries other than quarterly cash dividends or distributions on the Common Shares or DSUs in accordance with the Company’s past practice and dividend policy, or dividends or other distributions by a direct or indirect wholly-owned Subsidiary to the Company or another wholly-owned Subsidiary; ; (b) not amend or modify the articles of incorporation or by-laws or other organizational documents of the Company or any of its Subsidiaries, as the case may be, the terms of any of the outstanding securities (or rights to acquire them), or any outstanding indebtedness and credit facilities of the Company or any of its Subsidiaries; ; (c) subject to (i) below, not issue any securities (other than the issuance of Common Shares upon the exercise of currently outstanding rights to acquire Common Shares set forth on Schedule 3.03 of the Company Disclosure Schedule) or new options to acquire the capital stock of the Company, or redeem, offer to purchase or purchase any of its outstanding securities, other than pursuant to any existing Contract set forth on Schedule 3.03 of the Company Disclosure Schedule; ; (d) subject to (g) below and except for the Transactions, not enter into, adopt or consummate any liquidation, dissolution, merger, amalgamation, arrangement, consolidation or reorganization of the Company or any of its Subsidiaries; ; (e) subject to applicable Laws, (i) not enter into, terminate, amend, or waive any material term of any material Contract other than in the ordinary course of business, (ii) not enter into or extend the term or scope of any Contract that purports to restrict the Company or any of its Subsidiaries or Affiliates, from engaging in any line of business or in any geographic area, and (iii) not enter into any material Contract that would be breached by, or require the consent of any third party in order to continue in full force following, the consummation of the Transactions; provided that the Company shall advise Parent prior to entering into, amending, terminating or waiving any material term of any Significant Metal Supply Agreement or Significant Customer Contract; ; (f) not enter into, adopt, amend, vary, modify or take any other action with respect to any bonus, profit sharing, incentive, salary or other compensation, equity based award, pension, retirement, deferred compensation, severance, change in control, employment or other employee benefit plan, agreement, trust, fund, or arrangement for the benefit or welfare of any employee, except, in each case, (i) for any increases in the compensation or benefits (A) in the ordinary course of business and consistent with past practice, (B) in accordance with annual merit salary or bonus increases, or (C) as required by Contract (provided that in the case of the Company’s directors and executive officers, such Contracts are set forth on Schedule 5.10 of the Company Disclosure Schedule), or (ii) for any new hires where annual base salary does not exceed $350,000, with respect to employees located in North America, or $400,000, with respect to employees located outside of North America; ; (g) subject to Section 5.04, not sell, lease, encumber or otherwise dispose of any capital assets or group of related capital assets other than obsolete equipment (through one or more related or unrelated transactions) having a value in excess of $20,000,000 in the aggregate for all such transactions; ; (h) other than borrowings under existing lines of credit and revolving credit facilities in the ordinary course of business (or any refinancing of such existing lines not to exceed their current limits) or indebtedness owing to, or guarantees of indebtedness owing to, the Company or any Subsidiary, not incur or commit to incur any indebtedness for borrowed money or issue any debt securities, incur or commit to incur, or guarantee, endorse or otherwise become responsible for any other material liability, obligation or indemnity or the obligations of any -29- other Person or other business organization, or make any loans or advances except to the Company or wholly-owned Subsidiaries; ; (i) not grant or amend the terms of any Options, SARs, DSUs, PSUs, SPAUs or similar incentives except, in each case, as specifically required by Contracts set forth on Schedule 3.03 of the Company Disclosure Schedule; ; (j) except in the ordinary course of business and consistent with past practice, not waive, release, assign, settle or compromise any material claims, litigation or arbitration or other material legal rights, not satisfy any material liabilities substantially prior to the same being due, and other than in the ordinary course of business, not enter into any interest rate, currency or commodity swaps, hxxxxxxxxxxx, or similar financial instruments; ; (k) not incur, or commit to, capital expenditures: (i) other than capital expenditures contemplated by the Company’s budget or capital plan for 2007, or (ii) otherwise not in excess of $35,000,000 in the aggregate (provided that the Company shall advise Parent in advance of incurring or committing to any capital expenditures in excess of $15,000,000 in the aggregate); ; (l) not make any changes to existing accounting policies unless required by U.S. GAAP, or as recommended by the Company’s independently registered public accountants, or pursuant to written instructions, comments or orders from the SEC, the OSC or any applicable securities regulatory authority of the other provinces and territories of Canada; ; (m) subject to Section 5.04, not acquire or agree to acquire (by merger, amalgamation, acquisition of stock or assets or otherwise) any Person or other business organization or division other than (i) acquisitions for consideration that is individually not in excess of $5,000,000, or in the aggregate, not in excess of $10,000,000 and (ii) capital expenditures to the extent otherwise permitted by this Agreement; ; (n) not make, rescind or change any material election with respect to Taxes or file any material amended Tax Return, settle any material Tax claim or dispute or waive or extend the statute of limitations relating to any Taxes of the Company or any Subsidiary, or other than in the ordinary course of business and consistent with past practice, enter into any closing agreement regarding Taxes, surrender any right to claim a material tax refund or amend any of its transfer pricing policies; ; (o) not amend the Rights Plan or adopt, approve or implement any other shareholder rights plan or similar poison pill arrangement, other than in connection with a Superior Proposal; ; (p) not take any materially adverse employment actions outside the ordinary course of business, including mass redundancies, and including with respect to the employees of the Company and its Subsidiaries employed in Europe, except in consultation with the applicable works councils of the European Community member nations, the European works council, and the United Kingdom works council; or or (q) not authorize or enter into any agreement or commitment to do any of the things prohibited by any of the foregoing subparagraphs. In the event that the Company proposes to take an action not otherwise permitted by Section 5.02 of this Agreement, or proposes to decline to take an action otherwise required by Section 5.01 of this Agreement, the Company will request the consent of Parent to such action, or inaction, as the case may be, in accordance with the procedures set forth in the Company Disclosure Schedule (the “Consent Procedures”). Each of the Company and Parent agree to comply in good faith with the Consent Procedures.

Operational Covenants. Without limiting the generality Subject to Section 9.12(b)(iii) hereof, without a vote of the foregoing, except in each case (i) as expressly set forth in Schedule 5.02 majority of the Company Disclosure Schedule, (ii) as expressly contemplated, permitted or required by this Agreement, (iii) as required by Law or (iv) as consented to by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company agrees that during the Pre-Effective Date Period, the Company shall and shall cause each holders of the Company’s Subsidiaries toSeries C Preferred Shares then outstanding, Buyer shall not: (a) not splitauthorize, consolidate issue or reclassify enter into any agreement providing for the issuance (contingent or otherwise) of the outstanding (i) any capital stock or other equity securities of the Company (or any debt or securities convertible into or exchangeable for any capital stock or other equity securities) which are senior to or on a parity with the Series C Preferred Shares with respect to the payment of its Subsidiaries nor undertake any other capital reorganizationdividends, nor declare, set aside or pay any dividends on, reduce capital or make any other distributions on or in respect of the outstanding securities of the Company or any of its Subsidiaries other than quarterly cash dividends redemption or distributions on the Common Shares upon liquidation or DSUs in accordance with the Company’s past practice and dividend policy, otherwise or dividends or other distributions by a direct or indirect wholly-owned Subsidiary to the Company or another wholly-owned Subsidiary(ii) any additional shares of Series C Preferred Shares; (b) not amend become subject to, or modify the articles of incorporation or by-laws or other organizational documents of the Company or permit any of its SubsidiariesSubsidiaries to become subject to, (including, without limitation, by way of amendment to or modification of) any agreement or instrument which by its terms would restrict or impair the Company's right to perform the provisions of the Certificate of Designation (including, without limitation, provisions relating to the declaration and payment of dividends on, and the making of repurchases pursuant to the Put Option or Call Option (as defined in the case may beCertificate of Designation) of, the terms of any of the outstanding securities (or rights to acquire themSeries C Preferred Shares), provided, however, that Buyer may enter any Senior Debt (as defined in the Certificate of Designation) agreement or instrument if prior thereto Buyer shall have used its best efforts to limit or eliminate any outstanding indebtedness such restrictions in such Senior Debt agreement or instrument, and credit facilities of the Company such efforts were unable to implement such limitation or any of its Subsidiariesrestriction; (c) subject redeem any shares of Series A Preferred Stock then outstanding unless Buyer makes an Offer to Purchase the Series C Preferred Shares on a pari passu basis with redemption of such shares of Series A Preferred Stock and Series C Preferred Shares in proportion to the total amount outstanding (istated value plus accrued dividends) below, not issue any securities (other than the issuance of Common Shares upon the exercise of currently outstanding rights to acquire Common Shares set forth on Schedule 3.03 of the Company Disclosure Schedule) or new options to acquire the capital stock of the Company, or redeem, offer to purchase or purchase any of its outstanding securities, other than pursuant to any existing Contract set forth on Schedule 3.03 of the Company Disclosure Scheduleeach such series; (d) subject to redeem, purchase or otherwise acquire directly or indirectly (gincluding through a Subsidiary) below and except for the Transactions, not enter into, adopt or consummate any liquidation, dissolution, merger, amalgamation, arrangement, consolidation or reorganization of the Company or any of its Subsidiaries; Junior Stock (e) subject to applicable Laws, (i) not enter into, terminate, amend, or waive any material term of any material Contract other than as defined in the ordinary course Certificate of business, Designation) (ii) not enter into or extend the term or scope of any Contract that purports to restrict the Company or any of its Subsidiaries or Affiliates, from engaging in any line of business or in any geographic area, and (iii) not enter into any material Contract that would be breached by, or require the consent of any third party in order to continue in full force following, the consummation of the Transactions; provided that the Company shall advise Parent prior to entering into, amending, terminating or waiving any material term of any Significant Metal Supply Agreement or Significant Customer Contract; (f) not enter into, adopt, amend, vary, modify or take any other action with respect to any bonus, profit sharing, incentive, salary or other compensation, equity based award, pension, retirement, deferred compensation, severance, change in control, employment or other employee benefit plan, agreement, trust, fund, or arrangement for the benefit or welfare of any employee, except, in each case, (i) for any increases in the compensation or benefits (A) in the ordinary course of business and consistent with past practice, (B) in accordance with annual merit salary or bonus increases, or (C) as required by Contract (provided that in the case of the Company’s directors and executive officers, such Contracts are set forth on Schedule 5.10 of the Company Disclosure Schedule), or (ii) for any new hires where annual base salary does not exceed $350,000, with respect to employees located in North America, or $400,000, with respect to employees located outside of North America; (g) subject to Section 5.04, not sell, lease, encumber or otherwise dispose of any capital assets or group of related capital assets other than obsolete equipment (through one or more related or unrelated transactions) having a value in excess of $20,000,000 in the aggregate for all such transactions; (h) other than borrowings under existing lines of credit and revolving credit facilities in the ordinary course of business (or any refinancing of such existing lines not to exceed their current limits) or indebtedness owing to, or guarantees of indebtedness owing to, the Company or any Subsidiary, not incur or commit to incur any indebtedness for borrowed money or issue any debt securities, incur or commit to incur, or guarantee, endorse or otherwise become responsible for any other material liability, obligation or indemnity or the obligations of any other Person or other business organization, or make any loans or advances except to the Company or wholly-owned Subsidiaries; (i) not grant or amend the terms of any Options, SARs, DSUs, PSUs, SPAUs or similar incentives except, in each case, as specifically required by Contracts set forth on Schedule 3.03 of the Company Disclosure Schedule; (j) except in the ordinary course of business and consistent with past practice, not waive, release, assign, settle or compromise any material claims, litigation or arbitration or other material legal rights, not satisfy any material liabilities substantially prior to the same being due, and other than in the ordinary course of business, not enter into any interest rate, currency or commodity swaps, hxxxxx, or similar financial instruments; (k) not incur, or commit to, capital expenditures: (i) other than capital expenditures contemplated by the Company’s budget or capital plan for 2007, or (ii) otherwise not in excess of $35,000,000 in the aggregate (provided that the Company shall advise Parent in advance of incurring or committing to any capital expenditures in excess of $15,000,000 in the aggregate); (l) not make any changes to existing accounting policies unless required by U.S. GAAP, or as recommended by the Company’s independently registered public accountants, or pursuant to written instructions, comments or orders from the SEC, the OSC or any applicable securities regulatory authority of the other provinces and territories of Canada; (m) subject to Section 5.04, not acquire or agree to acquire (by merger, amalgamation, acquisition of stock or assets or otherwise) any Person or other business organization or division other than (i) acquisitions for consideration that is individually repurchases of not more than 5% of Buyer Common Stock from present or former employees or consultants of Buyer or its Subsidiaries upon termination of employment or consultancy in excess accordance with arrangements approved by Buyer's Board of $5,000,000, Directors or in the aggregate, not in excess of $10,000,000 and (ii) capital expenditures open market purchases of Buyer Common Stock, in accordance with applicable securities laws and with the terms of existing Senior Debt (as defined in the Certificate of Designation) agreements, but only to the extent otherwise permitted by this Agreement; (nthat, after giving effect to such open market purchases, in management's good faith judgment based on projected operating results, Buyer would be able to pay cash dividends to Sellers as provided under Section 2(B) not make, rescind or change any material election with respect to Taxes or file any material amended Tax Return, settle any material Tax claim or dispute or waive or extend the statute of limitations relating to any Taxes of the Company or Certificate of Designation, provided, that Buyer shall not be entitled to make such open market purchases during any Subsidiary, or other than period in which there are cash dividends in arrears under the ordinary course Certificate of business and consistent with past practice, enter into any closing agreement regarding Taxes, surrender any right to claim a material tax refund or amend any of its transfer pricing policies; (o) not amend the Rights Plan or adopt, approve or implement any other shareholder rights plan or similar poison pill arrangement, other than in connection with a Superior Proposal; (p) not take any materially adverse employment actions outside the ordinary course of business, including mass redundancies, and including with respect to the employees of the Company and its Subsidiaries employed in Europe, except in consultation with the applicable works councils of the European Community member nations, the European works council, and the United Kingdom works councilDesignation); or (qe) not authorize or enter into any agreement or commitment to do any of the things prohibited by any of the foregoing subparagraphs. In the event that the Company proposes to take an action not otherwise permitted by Section 5.02 of this Agreementconsummate, or proposes agree to decline consummate, any Change in Ownership or Fundamental Change (each as defined in the Certificate of Designation), unless in connection therewith or as a condition to take an action otherwise required by Section 5.01 of this Agreementthe consummation thereof, the Company will request repurchases all Series C Preferred Shares then outstanding in cash at a price per share equal to the consent of Parent to such action, or inaction, Stated Value (as the case may be, in accordance with the procedures set forth defined in the Company Disclosure Schedule (the “Consent Procedures”). Each Certificate of the Company Designation) thereof plus all accrued and Parent agree to comply in good faith with the Consent Proceduresunpaid dividends thereon.

Operational Covenants. Without limiting The Borrowers covenant with the generality Agent (for the benefit of the foregoingFinance Parties) that, except in each case (i) as expressly set forth in Schedule 5.02 of the Company Disclosure Scheduleat all times, (ii) as expressly contemplated, permitted or required by this Agreement, (iii) as required by Law or (iv) as consented to by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company agrees that during the Pre-Effective Date Period, the Company shall and shall cause each of the Company’s Subsidiaries toFacility Period they shall: (a) not split, consolidate or reclassify any maintain the registration of the outstanding securities Vessels under a Pre-Approved Flag or under such other flag as may be approved by the Agent, in writing, such approval not to be unreasonably withheld or delayed, and maintain the registration of the Company Mortgages at the relevant ship registries, and shall not cause or permit to be done any of its Subsidiaries nor undertake any other capital reorganization, nor declare, set aside act or pay any dividends on, reduce capital or make any other distributions on or in respect omission whereby the registration of the outstanding securities of Vessels or the Company Mortgages at any one time would or any of its Subsidiaries other than quarterly cash dividends might be defeated or distributions on the Common Shares or DSUs in accordance with the Company’s past practice and dividend policy, or dividends or other distributions by a direct or indirect wholly-owned Subsidiary to the Company or another wholly-owned Subsidiaryimperilled; (b) not amend knowingly cause or modify permit the articles of incorporation Vessels to be operated in any manner or by-laws employed in any trade or other organizational documents business contrary to or unlawful under the laws, regulations, treaties and conventions (and all rules and regulations issued thereunder), from time to time applicable to each of the Company or any of its Subsidiaries, as the case may be, the terms of any of the outstanding securities (or rights to acquire them), or any outstanding indebtedness and credit facilities of the Company or any of its SubsidiariesVessels; (c) subject maintain and preserve, at their own expense, the Vessels in a seaworthy condition and in good working order and repair (ordinary wear and tear excepted) and in such condition to (i) below, not issue any securities (other than ensure that the issuance Vessels are entitled to the highest class applicable to vessels of Common Shares upon the exercise of currently outstanding rights to acquire Common Shares set forth on Schedule 3.03 of the Company Disclosure Schedule) or new options to acquire the capital stock of the Company, or redeem, offer to purchase or purchase any of its outstanding securities, other than pursuant to any existing Contract set forth on Schedule 3.03 of the Company Disclosure Scheduletheir type with a Pre-Approved Classification Society; (d) subject comply in all material respects with all laws, conventions, regulations and requirements (statutory or otherwise) including but not limited to (g) below the ISM Code and except for the Transactions, not enter into, adopt or consummate any liquidation, dissolution, merger, amalgamation, arrangement, consolidation or reorganization of ISPS Code from time to time applicable to the Company or any of its Subsidiariesrelevant Owner and/or in the jurisdictions where the Vessels are registered and/or in the jurisdictions where the Vessels trade and/or are operated from; (e) subject submit the Vessels on a regular basis to applicable Laws, (i) not enter into, terminate, amend, all periodical or waive any material term of any material Contract other than surveys as the classification society in which the ordinary course of business, (ii) not enter into or extend Vessels are entered may require and at the term or scope of any Contract that purports to restrict the Company or any of its Subsidiaries or Affiliates, from engaging in any line of business or in any geographic area, and (iii) not enter into any material Contract that would be breached by, or require the consent of any third party in order to continue in full force following, the consummation request of the Transactions; provided that Agent provide the Company shall advise Parent prior to entering into, amending, terminating Agent with copies of all classification certificates of the Vessels and their machinery and of all damage or waiving any material term of any Significant Metal Supply Agreement or Significant Customer Contractsurvey reports issued in connection therewith; (f) not enter into, adopt, amend, vary, modify promptly notify the Agent of any substantial change in the structure of the Vessels or take any other action with respect modification which might involve material alteration to any bonus, profit sharing, incentive, salary or other compensation, equity based award, pension, retirement, deferred compensation, severance, change in control, employment or other employee benefit plan, agreement, trust, fund, or arrangement for the benefit or welfare of any employee, except, in each case, (i) for any increases in the compensation or benefits (A) in the ordinary course of business and consistent with past practice, (B) in accordance with annual merit salary or bonus increases, or (C) as required by Contract (Vessels provided that in they shall not without the case prior written consent of the Company’s directors and executive officersAgent, such Contracts are set forth on Schedule 5.10 cause or permit to be made any change or modification which may result in a change to the type of the Company Disclosure Schedule), or (ii) for any new hires where annual base salary does not exceed $350,000, with respect to employees located in North America, or $400,000, with respect to employees located outside of North AmericaVessels; (g) subject to Section 5.04, not sell, lease, encumber or otherwise dispose promptly notify the Agent of any capital assets change of the name or group port of related capital assets other than obsolete equipment (through one or more related or unrelated transactions) having a value in excess registry of $20,000,000 in the aggregate for all such transactionsVessels; (h) not permit or allow to occur any discharge, release, leak, migration or other than borrowings escape of any Environmentally Sensitive Material into the environment on, under existing lines of credit and revolving credit facilities in the ordinary course of business or from any property owned, leased, occupied or controlled by them (or any refinancing of such existing lines not to exceed their current limits) or indebtedness owing toincluding, or guarantees of indebtedness owing towithout limitation, the Company or any SubsidiaryVessels), not incur or commit to incur any indebtedness for borrowed money or issue any debt securitieswhere such discharge, incur or commit to incurrelease, or guaranteeleak, endorse or otherwise become responsible for any other material liability, obligation or indemnity or the obligations of any other Person migration or other business organization, escape would or make any loans or advances except to the Company or wholly-owned Subsidiariesmight have a Material Adverse Effect; (i) not grant promptly notify the Agent by an effective and prompt mode of communication upon receiving notice of or amend the terms becoming aware of any Options, SARs, DSUs, PSUs, SPAUs or similar incentives except, in each case, as specifically required by Contracts set forth on Schedule 3.03 of the Company Disclosure Schedulefollowing events: (i) any circumstance or event which is or is likely to constitute a Damage Notification Event; (ii) any event as a result of which a Vessel has become or might, with the passage of time or otherwise, become a Total Loss; and (iii) any Environmental Claim or Environmental Incident pending, or made against them or in connection with the Vessels which has or will have a Material Adverse Effect; (j) except in to notify the ordinary course Agent immediately the Borrowers become aware of business and consistent with past practice, not waive, release, assign, settle or compromise any material claims, litigation legal proceedings or arbitration involving a Vessel or other material legal rights, not satisfy an Owner where the amount claimed by any material liabilities substantially prior party (ignoring any counterclaim or defence of set-off) exceeds or may reasonably be expected to exceed the same being due, and other than in the ordinary course of business, not enter into any interest rate, currency or commodity swaps, hxxxxx, or similar financial instruments;Threshold Amount; and (k) not incur, or commit to, capital expenditures: (i) other than capital expenditures contemplated by without the Company’s budget or capital plan for 2007, or (ii) otherwise not in excess of $35,000,000 in the aggregate (provided that the Company shall advise Parent in advance of incurring or committing to any capital expenditures in excess of $15,000,000 in the aggregate); (l) not make any changes to existing accounting policies unless required by U.S. GAAP, or as recommended by the Company’s independently registered public accountants, or pursuant to prior written instructions, comments or orders from the SEC, the OSC or any applicable securities regulatory authority consent of the other provinces Agent (such consent not to be unreasonably withheld or delayed) to put a Vessel into the possession of any person for the purpose of work or repairs estimated to cost more than the Threshold Amount (except for repairs the cost of which is recoverable under the Obligatory Insurances and territories in respect of Canada; (m) subject which the Insurers have agreed to Section 5.04, not acquire or agree to acquire (by merger, amalgamation, acquisition of stock or assets or otherwise) any Person or other business organization or division other than (i) acquisitions for consideration that is individually not in excess of $5,000,000, or in the aggregate, not in excess of $10,000,000 and (ii) capital expenditures to the extent otherwise permitted by this Agreement; (n) not make, rescind or change any material election with respect to Taxes or file any material amended Tax Return, settle any material Tax claim or dispute or waive or extend the statute of limitations relating to any Taxes of the Company or any Subsidiary, or other than in the ordinary course of business and consistent with past practice, enter into any closing agreement regarding Taxes, surrender any right to claim a material tax refund or amend any of its transfer pricing policies; (o) not amend the Rights Plan or adopt, approve or implement any other shareholder rights plan or similar poison pill arrangement, other than in connection with a Superior Proposal; (p) not take any materially adverse employment actions outside the ordinary course of business, including mass redundancies, and including with respect to the employees of the Company and its Subsidiaries employed in Europe, except in consultation with the applicable works councils of the European Community member nations, the European works council, and the United Kingdom works council; or (q) not authorize or enter into any agreement or commitment to do any of the things prohibited by any of the foregoing subparagraphs. In the event that the Company proposes to take an action not otherwise permitted by Section 5.02 of this Agreement, or proposes to decline to take an action otherwise required by Section 5.01 of this Agreement, the Company will request the consent of Parent to such action, or inaction, as the case may be, make payment in accordance with any applicable loss payable clause) unless that person shall have given an undertaking to the procedures set forth Agent in such terms as the Company Disclosure Schedule (Agent shall require not to exercise a lien on that Vessel for the “Consent Procedures”). Each cost of the Company and Parent agree to comply in good faith with the Consent Procedureswork.

Operational Covenants. Without limiting the generality of the foregoing, except Unless Parent otherwise consents in each case (i) as expressly set forth in Schedule 5.02 of the Company Disclosure Schedule, (ii) as expressly contemplated, permitted or required by this Agreement, (iii) as required by Law or (iv) as consented to by Parent writing (which consent shall may not be unreasonably withheld, conditioned delayed or delayed)conditioned) and except as otherwise contemplated or permitted by this Agreement, prior to the Closing the Company agrees that during the Pre-Effective Date Period, the Company Group shall and shall cause each of the Company’s Subsidiaries to: (a) not split, consolidate or reclassify any of the outstanding securities of the Company or any of use reasonable best efforts to operate its Subsidiaries nor undertake any other capital reorganization, nor declare, set aside or pay any dividends on, reduce capital or make any other distributions on or in respect of the outstanding securities of the Company or any of its Subsidiaries other than quarterly cash dividends or distributions on the Common Shares or DSUs in accordance with the Company’s past practice and dividend policy, or dividends or other distributions by a direct or indirect wholly-owned Subsidiary to the Company or another wholly-owned Subsidiary; (b) not amend or modify the articles of incorporation or by-laws or other organizational documents of the Company or any of its Subsidiaries, as the case may be, the terms of any of the outstanding securities (or rights to acquire them), or any outstanding indebtedness and credit facilities of the Company or any of its Subsidiaries; (c) subject to (i) below, not issue any securities (other than the issuance of Common Shares upon the exercise of currently outstanding rights to acquire Common Shares set forth on Schedule 3.03 of the Company Disclosure Schedule) or new options to acquire the capital stock of the Company, or redeem, offer to purchase or purchase any of its outstanding securities, other than pursuant to any existing Contract set forth on Schedule 3.03 of the Company Disclosure Schedule; (d) subject to (g) below and except for the Transactions, not enter into, adopt or consummate any liquidation, dissolution, merger, amalgamation, arrangement, consolidation or reorganization of the Company or any of its Subsidiaries; (e) subject to applicable Laws, (i) not enter into, terminate, amend, or waive any material term of any material Contract other than businesses in the ordinary course of business; provided that, nothing contained in this Agreement shall: (iix) not enter into give Parent, directly or extend indirectly, the term right to control or scope direct in any manner the operations of any Contract that purports to the Company Group; (y) prohibit or restrict the Company Group’s ability to make withdrawals or borrow funds under any current credit facility; or (z) restrict the ability of its Subsidiaries or Affiliates, from engaging in the Company Group to declare and pay any line of business or in any geographic area, and (iii) not enter into any material Contract that would be breached bycash dividends which is payable prior to the Adjustment Time, or require the consent of pay (or make provision for payment in respect of) any third party in order to continue in full force followingoutstanding fees, the consummation costs, expenses, debts or other liabilities of the Transactions; provided that the Company shall advise Parent prior to entering into, amending, terminating or waiving any material term of any Significant Metal Supply Agreement or Significant Customer Contract; (f) not enter into, adopt, amend, vary, modify or take any other action with respect to any bonus, profit sharing, incentive, salary or other compensation, equity based award, pension, retirement, deferred compensation, severance, change in control, employment or other employee benefit plan, agreement, trust, fund, or arrangement for the benefit or welfare of any employee, exceptGroup, in each case, (i) for any increases in the compensation or benefits (A) in the ordinary course of business and consistent with past practice, (B) in accordance with annual merit salary or bonus increases, or (C) as required by Contract (provided that in the case of the Company’s directors and executive officers, such Contracts are set forth on Schedule 5.10 of the Company Disclosure Schedule), or (ii) for any new hires where annual base salary does not exceed $350,000, with respect to employees located in North America, or $400,000, with respect to employees located outside of North America; (g) subject to Section 5.04, not sell, lease, encumber or otherwise dispose of any capital assets or group of related capital assets other than obsolete equipment (through one or more related or unrelated transactions) having a value in excess of $20,000,000 in the aggregate for all such transactions; (h) other than borrowings under existing lines of credit and revolving credit facilities in the ordinary course of business (or any refinancing of such existing lines not to exceed their current limits) or indebtedness owing to, or guarantees of indebtedness owing to, the Company or any Subsidiary, not incur or commit to incur any indebtedness for borrowed money or issue any debt securities, incur or commit to incur, or guarantee, endorse or otherwise become responsible for any other material liability, obligation or indemnity or the obligations of any other Person or other business organization, or make any loans or advances except to the Company or wholly-owned Subsidiaries; (i) not grant or amend the terms of any Options, SARs, DSUs, PSUs, SPAUs or similar incentives except, in each case, as specifically required by Contracts set forth on Schedule 3.03 of the Company Disclosure Schedule; (j) except in the ordinary course of business and consistent with past practice, not waive, release, assign, settle or compromise any material claims, litigation or arbitration or other material legal rights, not satisfy any material liabilities substantially prior to the same being due, and other than in the ordinary course of business, not enter into any interest rate, currency or commodity swaps, hxxxxx, or similar financial instruments; (k) not incur, or commit to, capital expenditures: (i) other than capital expenditures contemplated by the Company’s budget or capital plan for 2007, or (ii) otherwise not in excess of $35,000,000 in the aggregate (provided that the Company shall advise Parent in advance of incurring or committing to any capital expenditures in excess of $15,000,000 in the aggregate); (l) not make any changes to existing accounting policies unless required by U.S. GAAP, or as recommended by the Company’s independently registered public accountants, or pursuant to written instructions, comments or orders from the SEC, the OSC or any applicable securities regulatory authority Closing. In furtherance of the other provinces and territories of Canada; (m) subject to Section 5.04foregoing, not acquire or agree to acquire (by merger, amalgamation, acquisition of stock or assets or otherwise) any Person or other business organization or division other than (i) acquisitions for consideration that is individually not in excess of $5,000,000, or in the aggregate, not in excess of $10,000,000 and (ii) capital expenditures to the extent otherwise permitted by this Agreement; (n) not make, rescind or change any material election with respect to Taxes or file any material amended Tax Return, settle any material Tax claim or dispute or waive or extend the statute of limitations relating to any Taxes of the Company or any Subsidiary, or other than in the ordinary course of business and consistent with past practiceexcept as set forth on Schedule 6.1 or the extent contemplated or required by this Agreement, prior to the Closing, PCP and the Company Group will not without the prior written consent of Parent (which consent may not be unreasonably withheld, conditioned or delayed): (i) issue or sell any debt for borrowed money, Common Shares, or Units, or options or warrants therefor; (ii) declare or pay any dividend that will be payable after the Adjustment Time; (iii) split, combine, subdivide or reclassify or redeem any Common Shares or Units; (iv) make any material change to the LLC Agreement, the Members Agreement, or any governing documents of any Company Subsidiary; (v) implement any facility closings or reductions in force that could implicate WARN; (vi) adopt a plan of complete or partial liquidation or dissolution; (vii) except as required by applicable law: amend any Tax Return; settle or compromise any material Tax liability; change or revoke any material Tax election or change any method of Tax accounting; enter into any “closing agreement regarding agreement” as described in Section 7121 of the Code (or any similar provision of state, local, or foreign law); or consent to any extension or waiver of the limitations period applicable to any claim or assessment with respect to Taxes, surrender any right to claim a material tax refund or amend any of its transfer pricing policies; (oviii) not amend make any material change to any accounting methods, except as required by changes in GAAP or applicable law or as recommended by the Rights Plan or adopt, approve or implement any other shareholder rights plan or similar poison pill arrangement, other than in connection with a Superior ProposalCompany Group’s independent accountants; (pix) not take grant any materially adverse employment actions outside the ordinary course material mortgage or material lien (other than Permitted Liens) on any material asset of business, including mass redundancies, and including with respect to the employees of PCP or the Company and its Subsidiaries employed in Europe, except in consultation with the applicable works councils of the European Community member nations, the European works council, and the United Kingdom works council; orGroup; (qx) not authorize purchase, sell or otherwise dispose of, or enter into any agreement or commitment other arrangement for the purchase, sale, or other disposition of, any properties or assets, including any Proprietary Rights, involving the payment or receipt of more than $100,000; (xi) sell, offer for sale, license, permit to do expire or lapse, or otherwise dispose of, or enter into any of agreement or other arrangement for the things prohibited by sale, license or other disposition of, any material Proprietary Rights; (xii) make any material change in the compensation payable or to become payable to any Key Employee other than normal merit increases to employees in accordance with its historical practices, or enter into any bonus arrangements with any such Key Employees unless such amount is included in Transaction Expenses or establish or create any employment, deferred compensation or severance arrangement with any of the foregoing subparagraphs. In the event that the Company proposes (other than as directed by Parent); or (xiii) agree to take an action not otherwise permitted by Section 5.02 of this Agreement, do or proposes to decline to take an action otherwise required by Section 5.01 of this Agreement, the Company will request the consent of Parent to such action, or inaction, as the case may be, in accordance with the procedures set forth in the Company Disclosure Schedule (the “Consent Procedures”). Each commit any of the Company and Parent agree to comply in good faith with the Consent Proceduresforegoing.

Operational Covenants. Without limiting the generality of the foregoing, except in each case (i) as expressly set forth in Schedule 5.02 of the Company Disclosure Schedule, (ii) as expressly contemplated, permitted or required by this Agreement, (iii) as required by Law or (iv) as consented to by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company agrees that during the Pre-Effective Date Period, the Company shall and shall cause each of the Company’s Subsidiaries to: Tenant agrees: (a) not splitto use, consolidate or reclassify any of maintain and occupy the outstanding securities of the Company or any of its Subsidiaries nor undertake any other capital reorganizationLeased Premises in a careful, nor declare, set aside or pay any dividends on, reduce capital or make any other distributions on or in respect of the outstanding securities of the Company or any of its Subsidiaries other than quarterly cash dividends or distributions on the Common Shares or DSUs in accordance with the Company’s past practice safe and dividend policy, or dividends or other distributions by a direct or indirect wholly-owned Subsidiary to the Company or another wholly-owned Subsidiary; proper manner; (b) without the prior written consent of Landlord, not amend to place or modify the articles of incorporation or by-laws maintain any merchandise or other organizational documents articles in any vestibule or entry to the Leased Premises, on the sidewalks or parking lot in the front, rear or sides of the Company building or any of its Subsidiaries, as adjacent thereto or elsewhere on the case may be, the terms of any of the outstanding securities (or rights to acquire them), or any outstanding indebtedness and credit facilities of the Company or any of its Subsidiaries; exterior thereof; (c) subject to (i) belowmaintain the Leased Premises in a clean, not issue any securities (orderly and sanitary condition, free of insects, rodents, vermin and other than the issuance of Common Shares upon the exercise of currently outstanding rights to acquire Common Shares set forth on Schedule 3.03 of the Company Disclosure Schedule) or new options to acquire the capital stock of the Company, or redeem, offer to purchase or purchase any of its outstanding securities, other than pursuant to any existing Contract set forth on Schedule 3.03 of the Company Disclosure Schedule; pests; (d) subject not to (g) below and except use, nor permit nor suffer the use of, any apparatus or instruments for musical or other sound or video reproductions or transmission other than "background music," or any business or mechanical machines in such manner that would result in the Transactions, not enter into, adopt sounds emanating therefrom or consummate any liquidation, dissolution, merger, amalgamation, arrangement, consolidation or reorganization caused thereby being audible beyond the interior of the Company or any of its Subsidiaries; Leased Premises; (e) subject not to applicable Lawsreceive or ship articles, (i) not enter into, terminate, amendfixtures, or waive any material term merchandise of any material Contract kind other than in the ordinary course of business, (ii) not enter into or extend the term or scope of any Contract from that purports to restrict the Company or any of its Subsidiaries or Affiliates, from engaging in any line of business or in any geographic area, and (iii) not enter into any material Contract that would be breached by, or require the consent of any third party in order to continue in full force following, the consummation portion of the TransactionsLeased Premises designated on Exhibit A for such purposes; provided that the Company shall advise Parent prior to entering into, amending, terminating or waiving any material term of any Significant Metal Supply Agreement or Significant Customer Contract; (f) not enter intoto store goods, adopt, amend, vary, modify wares or take any other action with respect merchandise on the Leased Premises except for items which Tenant intends to any bonus, profit sharing, incentive, salary use or other compensation, equity based award, pension, retirement, deferred compensation, severance, change offer for sale in control, employment or other employee benefit plan, agreement, trust, fund, or arrangement for the benefit or welfare regular course of any employee, except, in each case, its business; (g) intentionally omitted; (h) to keep all mechanical apparatus reasonably free of vibration and noise which may be transmitted beyond the Leased Premises; (i) for to properly vent and control any increases in odors and not cause or permit objectionable odors to emanate or be dispelled from the compensation or benefits (A) in the ordinary course of business and consistent with past practice, (B) in accordance with annual merit salary or bonus increases, or (C) as required by Contract (provided that in the case of the Company’s directors and executive officers, such Contracts are set forth on Schedule 5.10 of the Company Disclosure Schedule), or (ii) for any new hires where annual base salary does not exceed $350,000, with respect to employees located in North America, or $400,000, with respect to employees located outside of North America; (g) subject to Section 5.04, not sell, lease, encumber or otherwise dispose of any capital assets or group of related capital assets other than obsolete equipment (through one or more related or unrelated transactions) having a value in excess of $20,000,000 in the aggregate for all such transactions; (h) other than borrowings under existing lines of credit and revolving credit facilities in the ordinary course of business (or any refinancing of such existing lines not to exceed their current limits) or indebtedness owing to, or guarantees of indebtedness owing to, the Company or any Subsidiary, not incur or commit to incur any indebtedness for borrowed money or issue any debt securities, incur or commit to incur, or guarantee, endorse or otherwise become responsible for any other material liability, obligation or indemnity or the obligations of any other Person or other business organization, or make any loans or advances except to the Company or wholly-owned Subsidiaries; (i) not grant or amend the terms of any Options, SARs, DSUs, PSUs, SPAUs or similar incentives except, in each case, as specifically required by Contracts set forth on Schedule 3.03 of the Company Disclosure Schedule; Leased Premises; (j) except in the ordinary course of business and consistent with past practicenot to obstruct any driveway, not waivecorridor, release, assign, settle footwalks or compromise any material claims, litigation or arbitration or other material legal rights, not satisfy any material liabilities substantially prior to the same being due, and other than in the ordinary course of business, not enter into any interest rate, currency or commodity swaps, hxxxxxparking area, or similar financial instruments; any other common area; (k) not incurto conduct or permit to be conducted any auction, fictitious fire sale, going-out-of-business sale or bankruptcy sale, or commit to, capital expenditures: (i) other than capital expenditures contemplated by similar type sale in or connected with the Company’s budget or capital plan for 2007, or (ii) otherwise not in excess of $35,000,000 in the aggregate (provided that the Company shall advise Parent in advance of incurring or committing to any capital expenditures in excess of $15,000,000 in the aggregate); Leased Premises; (l) not make to place a load upon any changes floor which exceeds the floor load which the floor was designed to existing accounting policies unless required by U.S. GAAP, or as recommended by the Company’s independently registered public accountants, or pursuant to written instructions, comments or orders from the SEC, the OSC or any applicable securities regulatory authority of the other provinces and territories of Canada; carry; (m) subject not to Section 5.04use the Leased Premises for any unlawful or illegal business, not acquire use or agree to acquire (by mergerpurpose, amalgamationor for any business, acquisition of stock use or assets purpose which is immoral or otherwise) any Person disreputable, or other business organization or division other than (i) acquisitions for consideration that which is individually not in excess of $5,000,000hazardous, or in such manner as to constitute a nuisance of any kind (public or private), or for any purpose or in any way in violation of the aggregate, not in excess certificates of $10,000,000 and occupancy (ii) capital expenditures to the extent otherwise permitted by this Agreement; or other similar approvals of applicable governmental authorities); (n) not maketo use the parking areas solely for the purpose of parking passenger cars, rescind or change any material election with respect to Taxes or file any material amended Tax Returnsmall vans, settle any material Tax claim or dispute or waive or extend the statute of limitations relating to any Taxes of the Company or any Subsidiary, or other than in the ordinary course of business and consistent with past practice, enter into any closing agreement regarding Taxes, surrender any right to claim a material tax refund or amend any of its transfer pricing policies; small trucks; (o) not amend to use the Rights Plan parking areas or adoptany common areas in any way or in any manner reasonably objectionable to Landlord, approve including but not limited to rallies, congregating, loitering, advertising, soliciting or implement any other shareholder rights plan or similar poison pill arrangement, other than in connection with a Superior Proposal; marketing; and (p) not take to park more vehicles than permitted under Landlord's advertised parking ratio. Tenant shall not install, or permit to be installed, any materially adverse employment actions outside rooftop equipment without the ordinary course prior written approval of businessLandlord, including mass redundancies, which approval may be withheld in Landlord’s sole discretion. Any and including with respect to the employees of the Company and its Subsidiaries employed in Europe, except in consultation with the applicable works councils of the European Community member nations, the European works council, and the United Kingdom works council; or (q) not authorize or enter into any agreement or commitment to do any of the things prohibited by any of the foregoing subparagraphs. In the event that the Company proposes to take an action not otherwise all rooftop equipment permitted by Section 5.02 of this Agreement, or proposes to decline to take an action otherwise required by Section 5.01 of this Agreement, the Company will request the consent of Parent Landlord pursuant to such action, or inaction, as the case may be, in accordance with the procedures set forth in the Company Disclosure Schedule (the “Consent Procedures”). Each of the Company prior written approval shall be subject to a separate license agreement between Landlord and Parent agree to comply in good faith with the Consent ProceduresTenant and Landlord’s then applicable rooftop annual rental rate.

Operational Covenants. Without limiting The Subsidiary Guarantor covenants with the generality Security Trustee (for the benefit of the foregoingFinance Parties) that, except at all times, during the Security Period it shall: (a) maintain the registration of the Collateral Vessel under a Pre-Approved Flag or under such other flag as may be approved by the Security Trustee, in each case writing, such approval not to be unreasonably withheld or delayed, and it shall not cause or permit to be done any act or omission whereby the registration of the Collateral Vessel at any one time would or might be defeated or imperilled; (b) not knowingly cause or permit the Collateral Vessel to be operated in any manner or employed in any trade or business contrary to or unlawful under the laws, regulations, treaties and conventions (and all rules and regulations issued thereunder) from time to time applicable to the Collateral Vessel; (c) maintain and preserve, at its own expense, the Collateral Vessel in a seaworthy condition and in good working order and repair (ordinary wear and tear excepted) and in such condition to ensure that the Collateral Vessel is free of recommendation or requirement which has not been complied with within any time limit specified by such person (as such requirement or recommendation may be extended or modified from time to time) or, if no such time limit is specified, as soon as reasonably practicable; (d) comply with all laws, regulations and requirements (statutory or otherwise) from time to time applicable in the jurisdiction where the Collateral Vessel is registered and/or in the jurisdictions where the Collateral Vessel trades and/or is operated from and take all action as is necessary to ensure that it receives certification of compliance with those laws, regulation and requirements; (e) submit the Collateral Vessel on a regular basis to all periodical or other surveys as the classification society in which the Collateral Vessel is entered may require and at the request of the Security Trustee provide the Security Trustee with copies of all classification certificates of the Collateral Vessel and its machinery and of all damage or survey reports issued in connection therewith; (f) promptly notify the Security Trustee of any substantial change in the structure of the Collateral Vessel or any other modification which might involve material alteration to the Collateral Vessel provided that it shall not without the prior written consent of the Security Trustee, cause or permit to be made any change or modification which may result in a change to the type of the Collateral Vessel; (g) promptly notify the Security Trustee of any change of the name or port of registry of the Collateral Vessel; (h) not cause or permit the Collateral Vessel to enter into, trade to, or within the territorial waters of any country where the Obligatory Insurances on the Collateral Vessel may be jeopardised or imperilled unless it has first taken out or effected, at its own cost and expense, such additional insurances as the Security Trustee and the relevant insurers may require and as shall be necessary or customary for first class ship-owners trading vessels with or within the territorial waters of such country and if required by the Security Trustee, it shall assign those insurances in favour of the Security Trustee (in form and substance satisfactory to the Security Trustee); (i) ensure that all repairs to or replacements of any damaged or worn or lost parts of equipment are effected in such manner (both as expressly set forth regards workmanship and quality of materials) so not as to diminish in Schedule 5.02 any material way the value of the Company Disclosure ScheduleCollateral Vessel and not to remove any material part of, or any item of, equipment installed on the Collateral Vessel unless the part or item so removed is replaced by a suitable part or item which is in the same condition and value as or better condition and value than the part or item removed, is free from any Encumbrance other than in favour of the Security Trustee and becomes upon installation on the Collateral Vessel the property of the Subsidiary Guarantor and subject to the security constituted by the Mortgage or, if applicable, any deed of covenants to which it is a party provided, that the Subsidiary Guarantor or any person on its behalf may not install equipment owned by a third party unless the equipment can be removed without any risk of damage to the Collateral Vessel; (iij) as expressly contemplatednot, permitted other than those already in existence and fully disclosed to the Security Trustee prior to or required by this on the date of the Credit Facility Agreement, (iii) as required by Law enter into any agreement or (iv) as consented to by Parent (arrangement whereby the Earnings may be shared or pooled with any other person, except with the prior written consent of the Security Trustee, which consent shall not be unreasonably withheld, conditioned or delayed), the Company agrees that during the Pre-Effective Date Period, the Company shall and shall cause each of the Company’s Subsidiaries to: (a) not split, consolidate or reclassify any of the outstanding securities of the Company or any of its Subsidiaries nor undertake any other capital reorganization, nor declare, set aside or pay any dividends on, reduce capital or make any other distributions on or in respect of the outstanding securities of the Company or any of its Subsidiaries other than quarterly cash dividends or distributions on the Common Shares or DSUs in accordance with the Company’s past practice and dividend policy, or dividends or other distributions by a direct or indirect wholly-owned Subsidiary to the Company or another wholly-owned Subsidiary; (b) not amend or modify the articles of incorporation or by-laws or other organizational documents of the Company or any of its Subsidiaries, as the case may be, the terms of any of the outstanding securities (or rights to acquire them), or any outstanding indebtedness and credit facilities of the Company or any of its Subsidiaries; (c) subject to (i) below, not issue any securities (other than the issuance of Common Shares upon the exercise of currently outstanding rights to acquire Common Shares set forth on Schedule 3.03 of the Company Disclosure Schedule) or new options to acquire the capital stock of the Company, or redeem, offer to purchase or purchase any of its outstanding securities, other than pursuant to any existing Contract set forth on Schedule 3.03 of the Company Disclosure Schedule; (d) subject to (g) below and except for the Transactions, not enter into, adopt or consummate any liquidation, dissolution, merger, amalgamation, arrangement, consolidation or reorganization of the Company or any of its Subsidiaries; (e) subject to applicable Laws, (i) not enter into, terminate, amend, or waive any material term of any material Contract other than in the ordinary course of business, (ii) not enter into or extend the term or scope of any Contract that purports to restrict the Company or any of its Subsidiaries or Affiliates, from engaging in any line of business or in any geographic area, and (iii) not enter into any material Contract that would be breached by, or require the consent of any third party in order to continue in full force following, the consummation of the Transactions; withheld provided that the Company shall advise Parent prior to entering into, amending, terminating Subsidiary Guarantor assigns or waiving any material term procures that the Security Trustee obtains an assignment of any Significant Metal Supply Agreement or Significant Customer Contract; (f) not enter into, adopt, amend, vary, modify or take any other action with respect to any bonus, profit sharing, incentive, salary or other compensation, equity based award, pension, retirement, deferred compensation, severance, change in control, employment or other employee benefit plan, agreement, trust, fund, or arrangement for the benefit or welfare of any employee, except, such Earnings in each case, (i) for any increases in the compensation or benefits (A) in the ordinary course of business and consistent with past practice, (B) in accordance with annual merit salary or bonus increases, or (C) as required by Contract (provided that in the case favour of the Company’s directors Security Trustee in form and executive officers, such Contracts are set forth on Schedule 5.10 of the Company Disclosure Schedule), or (ii) for any new hires where annual base salary does not exceed $350,000, with respect to employees located in North America, or $400,000, with respect to employees located outside of North America; (g) subject to Section 5.04, not sell, lease, encumber or otherwise dispose of any capital assets or group of related capital assets other than obsolete equipment (through one or more related or unrelated transactions) having a value in excess of $20,000,000 in the aggregate for all such transactions; (h) other than borrowings under existing lines of credit and revolving credit facilities in the ordinary course of business (or any refinancing of such existing lines not to exceed their current limits) or indebtedness owing to, or guarantees of indebtedness owing to, the Company or any Subsidiary, not incur or commit to incur any indebtedness for borrowed money or issue any debt securities, incur or commit to incur, or guarantee, endorse or otherwise become responsible for any other material liability, obligation or indemnity or the obligations of any other Person or other business organization, or make any loans or advances except substance satisfactory to the Company or wholly-owned Subsidiaries; (i) not grant or amend the terms of any Options, SARs, DSUs, PSUs, SPAUs or similar incentives except, in each case, as specifically required by Contracts set forth on Schedule 3.03 of the Company Disclosure Schedule; (j) except in the ordinary course of business and consistent with past practice, not waive, release, assign, settle or compromise any material claims, litigation or arbitration or other material legal rights, not satisfy any material liabilities substantially prior to the same being due, and other than in the ordinary course of business, not enter into any interest rate, currency or commodity swaps, hxxxxx, or similar financial instrumentsSecurity Trustee; (k) not incurnot, or commit to, capital expenditures: (i) other than capital expenditures contemplated by without the Company’s budget or capital plan for 2007, or (ii) otherwise not in excess of $35,000,000 in the aggregate (provided that the Company shall advise Parent in advance of incurring or committing to any capital expenditures in excess of $15,000,000 in the aggregate); (l) not make any changes to existing accounting policies unless required by U.S. GAAP, or as recommended by the Company’s independently registered public accountants, or pursuant to prior written instructions, comments or orders from the SEC, the OSC or any applicable securities regulatory authority consent of the other provinces and territories of Canada; (m) subject to Section 5.04Security Trustee, not acquire sell, assign or agree to acquire (by mergertransfer, amalgamation, acquisition of stock or assets or otherwise) any Person or other business organization or division other than (i) acquisitions for consideration that is individually not in excess of $5,000,000, or in the aggregate, not in excess of $10,000,000 and (ii) capital expenditures to the extent otherwise permitted by this Agreement; (n) not make, rescind or change any material election with respect to Taxes or file any material amended Tax Return, settle any material Tax claim or dispute or waive or extend the statute of limitations relating to any Taxes of the Company or any Subsidiary, or other than in the ordinary course of business and consistent with past practice, enter into any closing agreement regarding Taxes, surrender any right to claim a material tax refund or amend any of its transfer pricing policies; (o) not amend the Rights Plan or adopt, approve or implement any other shareholder rights plan or similar poison pill arrangement, other than in connection with a Superior Proposal; (p) not take any materially adverse employment actions outside the ordinary course of business, including mass redundancies, and including with respect to the employees of the Company and its Subsidiaries employed in Europe, except in consultation with the applicable works councils of the European Community member nations, the European works council, and the United Kingdom works council; or (q) not authorize or enter into any agreement to sell, assign or commitment to do any transfer, all or part of the things prohibited Collateral Vessel to any other person other than in circumstances where the proceeds of such sale, assignment or transfer will be applied as contemplated by any of the foregoing subparagraphs. In the event that the Company proposes to take an action not otherwise permitted by Section 5.02 of this Agreement, or proposes to decline to take an action otherwise required by Section 5.01 of this Agreement, the Company will request the consent of Parent to such action, or inaction, as the case may be, in accordance with the procedures set forth in the Company Disclosure Schedule clause 8.2 (the “Consent Procedures”). Each of the Company and Parent agree to comply in good faith with the Consent Procedures.