FOLLOWING (EACH A "BLOCKED PERSON"):
(I)
A PERSON THAT IS LISTED IN THE ANNEX TO, OR IS OTHERWISE SUBJECT
TO THE PROVISIONS OF, THE EXECUTIVE ORDER NO. 13224;
(II)
A PERSON OWNED OR CONTROLLED BY, OR ACTING FOR OR ON BEHALF OF,
ANY PERSON THAT IS LISTED IN THE ANNEX TO, OR IS OTHERWISE SUBJECT TO THE
PROVISIONS OF, THE EXECUTIVE ORDER NO. 13224;
(III)
A PERSON OR ENTITY WITH WHICH BRASCAN IS PROHIBITED FROM DEALING
OR OTHERWISE ENGAGING IN ANY TRANSACTION BY ANY ANTI-TERRORISM LAW;
(IV)
A PERSON OR ENTITY THAT COMMITS, THREATENS OR CONSPIRES TO COMMIT
OR SUPPORTS "TERRORISM" AS DEFINED IN THE EXECUTIVE ORDER NO. 13224;
(V)
A PERSON OR ENTITY THAT IS NAMED AS A "SPECIALLY DESIGNATED
NATIONAL" ON THE MOST CURRENT LIST PUBLISHED BY THE U.S. TREASURY DEPARTMENT
OFFICE OF FOREIGN ASSET CONTROL AT ITS OFFICIAL WEBSITE OR ANY REPLACEMENT
WEBSITE OR OTHER REPLACEMENT OFFICIAL PUBLICATION OF SUCH LIST, OR
(VI)
A PERSON OR ENTITY WHO IS AFFILIATED OR ASSOCIATED WITH A PERSON
OR ENTITY LISTED ABOVE.
(C)
NEITHER BORROWER OR, TO THE KNOWLEDGE OF BORROWER, ANY OF ITS
AFFILIATES ACTING IN ANY CAPACITY IN CONNECTION WITH THE ADVANCES OR OTHER
TRANSACTIONS HEREUNDER (I) CONDUCTS ANY BUSINESS OR ENGAGES IN MAKING OR
RECEIVING ANY CONTRIBUTION OF FUNDS, GOODS OR SERVICES TO OR FOR THE BENEFIT OF
ANY BLOCKED PERSON, OR (II) DEALS IN, OR OTHERWISE ENGAGES IN ANY TRANSACTION
RELATING TO, ANY PROPERTY OR INTERESTS IN PROPERTY BLOCKED PURSUANT TO THE
EXECUTIVE ORDER NO. 13224.
4.20
TRADING WITH THE ENEMY. BORROWER HAS NOT ENGAGED, NOR DOES IT
INTEND TO ENGAGE, IN ANY BUSINESS OR ACTIVITY PROHIBITED BY THE TRADING WITH THE
ENEMY ACT.
V.
AFFIRMATIVE COVENANTS.
Borrower shall, until payment in full of the Obligations and termination of this
Agreement:
5.1
RESERVED.
5.2
CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE AND ASSETS. (A)
CONDUCT CONTINUOUSLY AND OPERATE ACTIVELY ITS BUSINESS ACCORDING TO GOOD
BUSINESS PRACTICES AND MAINTAIN ALL OF ITS PROPERTIES USEFUL OR NECESSARY IN ITS
BUSINESS IN GOOD WORKING ORDER AND CONDITION (REASONABLE WEAR AND TEAR EXCEPTED
AND EXCEPT AS MAY BE DISPOSED OF IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT); (B) KEEP IN FULL FORCE AND EFFECT ITS EXISTENCE AND COMPLY IN ALL
MATERIAL RESPECTS WITH THE LAWS AND REGULATIONS GOVERNING THE CONDUCT OF ITS
BUSINESS WHERE THE FAILURE TO
18
DO SO COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; AND (C)
MAKE ALL SUCH REPORTS AND PAY ALL SUCH FRANCHISE AND OTHER TAXES AND LICENSE
FEES AND DO ALL SUCH OTHER ACTS AND THINGS AS MAY BE LAWFULLY REQUIRED TO
MAINTAIN ITS RIGHTS, LICENSES, LEASES, POWERS AND FRANCHISES UNDER THE LAWS OF
THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF.
5.3
VIOLATIONS. PROMPTLY NOTIFY BRASCAN IN WRITING OF ANY VIOLATION OF
ANY LAW, STATUTE, REGULATION OR ORDINANCE OF ANY GOVERNMENTAL BODY, OR OF ANY
AGENCY THEREOF, APPLICABLE TO BORROWER WHICH COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT.
5.4
FINANCIAL COVENANTS. BEGINNING WITH THE FISCAL