OTHER SUCH EVENTS OR CONDITIONS,
BORROWER OR ANY MEMBER OF THE CONTROLLED GROUP SHALL INCUR, OR IN THE OPINION OF
BRASCAN BE REASONABLY LIKELY TO INCUR, A LIABILITY TO A PLAN OR THE PBGC (OR
BOTH) WHICH, IN THE REASONABLE JUDGMENT OF BRASCAN, WOULD HAVE A MATERIAL
ADVERSE EFFECT.
X.
BRASCAN'S RIGHTS AND REMEDIES AFTER DEFAULT.
10.1
RIGHTS AND REMEDIES. UPON THE OCCURRENCE OF (I) AN EVENT OF DEFAULT
PURSUANT TO SECTION 9.7 ALL OBLIGATIONS SHALL BE IMMEDIATELY DUE AND PAYABLE AND
THIS AGREEMENT AND THE OBLIGATION OF BRASCAN TO MAKE ADVANCES SHALL BE DEEMED
TERMINATED (OTHER THAN AS MAY BE REQUIRED BY AN APPROPRIATE ORDER OF THE
BANKRUPTCY COURT HAVING JURISDICTION OVER BORROWER); AND (II) ANY OF THE OTHER
EVENTS OF DEFAULT AND AT ANY TIME THEREAFTER (SUCH DEFAULT NOT HAVING PREVIOUSLY
BEEN CURED), AT THE OPTION OF BRASCAN ALL OBLIGATIONS SHALL BE IMMEDIATELY DUE
AND PAYABLE AND BRASCAN SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND TO
TERMINATE THE OBLIGATION OF BRASCAN TO MAKE ADVANCES. UPON THE OCCURRENCE OF ANY
EVENT OF DEFAULT, BRASCAN SHALL HAVE THE RIGHT TO EXERCISE ANY AND ALL RIGHTS
AND REMEDIES PROVIDED FOR HEREIN, UNDER THE OTHER DOCUMENTS AND AT LAW OR EQUITY
GENERALLY.
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10.2
BRASCAN'S DISCRETION. BRASCAN SHALL HAVE THE RIGHT IN ITS SOLE
DISCRETION TO DETERMINE WHICH RIGHTS OR REMEDIES BRASCAN MAY AT ANY TIME PURSUE,
RELINQUISH, SUBORDINATE, OR MODIFY OR TO TAKE ANY OTHER ACTION WITH RESPECT
THERETO AND SUCH DETERMINATION SHALL NOT IN ANY WAY MODIFY OR AFFECT ANY OF
BRASCAN'S OR BRASCAN' RIGHTS HEREUNDER.
10.3
RIGHTS AND REMEDIES NOT EXCLUSIVE. THE FOREGOING RIGHTS AND
REMEDIES ARE NOT INTENDED TO BE EXHAUSTIVE AND THE EXERCISE OF ANY RIGHTS OR
REMEDY SHALL NOT PRECLUDE THE EXERCISE OF ANY OTHER RIGHT OR REMEDIES PROVIDED
FOR HEREIN OR OTHERWISE PROVIDED BY LAW, ALL OF WHICH SHALL BE CUMULATIVE AND
NOT ALTERNATIVE.
10.4
ALLOCATION OF PAYMENTS AFTER EVENT OF DEFAULT. NOTWITHSTANDING ANY
OTHER PROVISIONS OF THIS AGREEMENT TO THE CONTRARY, AFTER THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, ALL AMOUNTS COLLECTED OR RECEIVED
BY BRASCAN ON ACCOUNT OF THE OBLIGATIONS OR ANY OTHER AMOUNTS OUTSTANDING UNDER
ANY OF THE OTHER DOCUMENTS MAY, AT BRASCAN'S DISCRETION, BE PAID OVER OR
DELIVERED AS FOLLOWS:
FIRST, to the payment of all reasonable out-of-pocket costs and expenses
(including reasonable attorneys' fees) of Brascan in connection with enforcing
its rights and the rights of Brascan under this Agreement and the Other
Documents;
SECOND, to the payment of any fees owed to Brascan under this Agreement or any
Other Document;
THIRD, to the payment of all reasonable out-of-pocket costs and expenses
(including reasonable attorneys' fees) of Brascan in connection with enforcing
its rights under this Agreement and the Other Documents or otherwise with
respect to the Obligations owing to Brascan;
FOURTH, to the payment of all of the Obligations consisting of accrued fees and
interest;
FIFTH, to the payment of the outstanding principal amount of the Obligations;
SIXTH, to all other Obligations