COVENANTS OF BN AND THE COMPANY. 2.1 Covenants Regarding Exchangeable Shares BN will: (a) take all such actions and do all such things, to the extent permitted by applicable law, as are reasonably necessary or desirable to enable and permit the Company to pay quarterly distributions in support of the Principle of Economic Equivalence, including: (i) advising the Company sufficiently in advance of the declaration by BN of any dividend on the BN Shares and, at the request of the Company, providing the Company with a good faith estimate of the cash dividends expected to be declared on the BN Shares for the next four quarters; and (ii) taking all such other actions as are reasonably necessary, in cooperation with the Company, to ensure that: (A) the payment date for an Equivalent Distribution on the Exchangeable Shares and the Class B Shares will be the same as the payment date for the corresponding dividend on the BN Shares; and (B) if BN declares or pays a dividend in BN Shares, the effective date for a corresponding, economically equivalent subdivision of the Exchangeable Shares and the Class B Shares (as determined in accordance with the Share Terms) (an “Equivalent Share Subdivision”) will be the same as the effective date for the share dividend in BN Shares; (b) take all such actions and do all such things as are reasonably necessary or desirable to enable and permit the Company, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the amount per share equal to the Liquidation Amount, in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of the Company or any other distribution of the assets of the Company among its holders for the purpose of winding up its affairs including all such actions and all such things as are necessary or desirable to enable and permit the Company to cause to be delivered BN Shares or the cash equivalent to the holders of Exchangeable Shares in accordance with the provisions of the Share Terms;
COVENANTS OF BN AND THE COMPANY
