MATERIAL CONTRACTS REQUESTED BY BRASCAN TO WHICH IT IS A PARTY OR TO WHICH IT OR
ANY OF ITS PROPERTIES IS SUBJECT. BORROWER HAS NOT AGREED OR CONSENTED TO CAUSE
OR PERMIT IN THE FUTURE (UPON THE HAPPENING OF A CONTINGENCY OR OTHERWISE) ANY
OF ITS PROPERTY, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, TO BE SUBJECT TO A
LIEN WHICH IS NOT A PERMITTED ENCUMBRANCE AND WHICH COULD REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT.
4.13
MARGIN REGULATIONS. BORROWER IS NOT ENGAGED, NOR SHALL IT ENGAGE,
PRINCIPALLY OR AS ONE OF ITS IMPORTANT ACTIVITIES, IN THE BUSINESS OF EXTENDING
CREDIT FOR THE PURPOSE OF "PURCHASING" OR "CARRYING" ANY "MARGIN STOCK" WITHIN
THE RESPECTIVE MEANINGS OF EACH OF THE QUOTED TERMS UNDER REGULATION U OF THE
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM AS NOW AND FROM TIME TO TIME
HEREAFTER IN EFFECT. NO PART OF THE PROCEEDS OF ANY ADVANCE SHALL BE USED FOR
"PURCHASING" OR "CARRYING" "MARGIN STOCK" AS DEFINED IN REGULATION U OF SUCH
BOARD OF GOVERNORS.
4.14
INVESTMENT COMPANY ACT. BORROWER IS NOT AN "INVESTMENT COMPANY"
REGISTERED OR REQUIRED TO BE REGISTERED UNDER THE INVESTMENT COMPANY ACT OF
1940, AS AMENDED, NOR IS IT CONTROLLED BY SUCH A COMPANY.
4.15
DISCLOSURE. NO REPRESENTATION OR WARRANTY MADE BY BORROWER IN THIS
AGREEMENT OR IN ANY FINANCIAL STATEMENT, REPORT, CERTIFICATE OR ANY OTHER
DOCUMENT FURNISHED IN CONNECTION HEREWITH OR THEREWITH CONTAINS ANY UNTRUE
STATEMENT OF FACT OR OMITS TO STATE ANY FACT NECESSARY TO MAKE THE STATEMENTS
HEREIN OR THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE,
NOT MISLEADING. THERE IS NO FACT KNOWN TO BORROWER OR WHICH REASONABLY SHOULD
BE KNOWN TO BORROWER WHICH BORROWER HAS NOT DISCLOSED TO BRASCAN IN WRITING WITH
RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WHICH COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
4.16
CONFLICTING AGREEMENTS. NO PROVISION OF ANY MORTGAGE, INDENTURE,
CONTRACT, AGREEMENT, JUDGMENT, DECREE OR ORDER BINDING ON BORROWER CONFLICTS
WITH, OR REQUIRES ANY CONSENT WHICH HAS NOT ALREADY BEEN OBTAINED TO, OR WOULD
IN ANY WAY PREVENT THE EXECUTION, DELIVERY OR PERFORMANCE OF, THE TERMS OF THIS
AGREEMENT OR THE OTHER DOCUMENTS.
4.17
APPLICATION OF CERTAIN LAWS AND REGULATIONS. THERE IS NO LAW,
STATUTE, RULE OR REGULATION APPLICABLE TO BORROWER, WHICH REGULATES THE
INCURRENCE OF ANY INDEBTEDNESS.
4.18
BUSINESS AND PROPERTY OF BORROWER. BORROWER DOES NOT PROPOSE TO
ENGAGE IN ANY BUSINESS OTHER THAN THE BUSINESS ENGAGED IN ON THE CLOSING DATE.
4.19
ANTI-TERRORISM LAWS.
(A)
GENERAL. NEITHER BORROWER NOR ANY AFFILIATE OF BORROWER IS IN
VIOLATION OF ANY ANTI-TERRORISM LAW OR ENGAGES IN OR CONSPIRES TO ENGAGE IN ANY
TRANSACTION THAT EVADES OR AVOIDS, OR HAS THE PURPOSE OF EVADING OR AVOIDING, OR
ATTEMPTS TO VIOLATE, ANY OF THE PROHIBITIONS SET FORTH IN ANY ANTI-TERRORISM
LAW.
17
(B)
EXECUTIVE ORDER NO. 13224. NEITHER BORROWER NOR ANY AFFILIATE OF
BORROWER ACTING OR BENEFITING IN ANY CAPACITY IN CONNECTION WITH THE ADVANCES OR
OTHER TRANSACTIONS HEREUNDER, IS ANY OF THE