IF BORROWER IS THE SURVIVING CORPORATION; AND PROVIDED, FURTHER, THAT, IF
AFTER GIVING EFFECT THERETO, NO EVENT OF DEFAULT WOULD EXIST HEREUNDER. BORROWER
SHALL NOT CHANGE ITS FISCAL YEAR OR METHOD OF ACCOUNTING WITHOUT THE CONSENT OF
BRASCAN, AND BORROWER SHALL GIVE BRASCAN AT LEAST FIFTEEN (15) DAYS PRIOR
WRITTEN NOTICE OF ANY SUCH REQUESTED CHANGE, WHICH NOTICE SHALL INCLUDE A
DETAILED EXPLANATION OF THE CHANGES INTENDED TO BE MADE AND PRO FORMA FINANCIAL
STATEMENTS DEMONSTRATING THE IMPACT THEREOF.
6.2
GUARANTEES. BECOME LIABLE UPON THE OBLIGATIONS OR LIABILITIES OF
ANY PERSON BY ASSUMPTION, ENDORSEMENT OR GUARANTY THEREOF OR OTHERWISE (OTHER
THAN TO BRASCAN OR EXISTING UNDER THE EXISTING CREDIT AGREEMENT) EXCEPT (A) AS
DISCLOSED ON SCHEDULE 6.3; (B) THE ENDORSEMENT OF CHECKS IN THE ORDINARY COURSE
OF BUSINESS; AND (C) GUARANTEES OF OBLIGATIONS OF WHOLLY-OWNED TAXABLE REIT
SUBSIDIARIES OF BORROWER UNDER REPURCHASE AGREEMENTS AND UNDER AGREEMENTS
CONSISTING OF A "MASTER AGREEMENT" IN A FORM PUBLISHED BY THE INTERNATIONAL
SWAPS AND DERIVATIVES ASSOCIATION, INC., TOGETHER WITH A "SCHEDULE" AND/OR
"ANNEX" THERETO AND EACH "CONFIRMATION" THEREUNDER CONFIRMING THE SPECIFIC TERMS
OF A TRANSACTION, PROVIDED THAT (I) SUCH GUARANTEES ARE ENTERED INTO IN THE
ORDINARY COURSE OF BUSINESS, (II) IN THE CASE OF A "MASTER AGREEMENT",
"SCHEDULE", "ANNEX" AND "CONFIRMATION", THE OBLIGATIONS OF ANY SUCH SUBSIDIARY
THEREUNDER AND THE OBLIGATIONS OF BORROWER UNDER THE RELATED GUARANTEE ARE NOT
SECURED BY ANY ASSETS OF SUCH SUBSIDIARY OR BORROWER, AS THE CASE MAY BE, AND
(III) ANY TRANSACTION ENTERED INTO BY SUCH SUBSIDIARY UNDER ANY SUCH REPURCHASE
AGREEMENT OR "MASTER AGREEMENT", "SCHEDULE", "ANNEX" AND "CONFIRMATION" IS
ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS OF SUCH SUBSIDIARY AND IS IN
COMPLIANCE WITH THE INVESTMENT GUIDELINES OF BORROWER.
6.3
DIVIDENDS. DECLARE, PAY OR MAKE ANY DIVIDEND OR DISTRIBUTION ON OR
IN RESPECT OF ANY EQUITY INTERESTS OF BORROWER (OTHER THAN DIVIDENDS OR
DISTRIBUTIONS PAYABLE IN ITS STOCK, OR SPLIT-UPS OR RECLASSIFICATIONS OF ITS
STOCK) OR APPLY ANY OF ITS FUNDS, PROPERTY OR ASSETS TO THE PURCHASE, REDEMPTION
OR OTHER RETIREMENT OF ANY EQUITY INTERESTS OF BORROWER IF A DEFAULT OR EVENT OF
DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, PROVIDED, HOWEVER, THAT AFTER THE
20
OCCURRENCE AND DURING THE CONTINUATION OF A DEFAULT OR EVENT OF DEFAULT,
BORROWER SHALL BE PERMITTED TO MAKE SUCH DECLARATION OR PAYMENT NECESSARY TO
MAINTAIN ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER SECTIONS 856-860 OF
THE CODE.
6.4
INDEBTEDNESS. CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY
INDEBTEDNESS (EXCLUSIVE OF TRADE DEBT) EXCEPT IN RESPECT OF (I) INDEBTEDNESS TO
BRASCAN UNDER THIS AGREEMENT; (II) INDEBTEDNESS DISCLOSED ON SCHEDULE 6.4;
(III)
INDEBTEDNESS INCURRED TO EXTEND, RENEW OR REFINANCE ANY INDEBTEDNESS
DESCRIBED IN CLAUSE (II) ABOVE, PROVIDED THAT SUCH INDEBTEDNESS IS IN AN
AGGREGATE PRINCIPAL AMOUNT NOT GREATER THAN THE AGGREGATE PRINCIPAL AMOUNT OF
THE INDEBTEDNESS BEING EXTENDED, RENEWED OR REFINANCED; (IV) INDEBTEDNESS UNDER
REPURCHASE AGREEMENTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS; (V)
INDEBTEDNESS TO SUBSIDIARIES; AND (VI) INDEBTEDNESS UNDER THE EXISTING CREDIT
AGREEMENT.
6.5
NATURE OF BUSINESS.