OF BORROWER IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 2.2 HEREOF, IN AGGREGATE AMOUNTS OUTSTANDING AT ANY TIME UP TO THE
MAXIMUM ADVANCE AMOUNT. THE ADVANCES SHALL BE EVIDENCED BY ONE OR MORE SECURED
PROMISSORY NOTES (COLLECTIVELY, THE "REVOLVING CREDIT NOTE") SUBSTANTIALLY IN
THE FORM ATTACHED HERETO AS EXHIBIT 2.1.
2.2
PROCEDURE FOR ADVANCES BORROWING.
(A)
BORROWER SHALL PROVIDE TO BRASCAN A WRITTEN REQUEST TO INCUR AN
ADVANCE HEREUNDER (EACH, A "NOTICE OF BORROWING") NO LATER THAN 12:00 P.M., ON
ANY BUSINESS DAY, WHICH NOTICE OF BORROWING SHALL SPECIFY: (I) THE DATE OF THE
PROPOSED BORROWING (THE "BORROWING DATE"), WHICH SHALL BE AT LEAST ONE (1)
BUSINESS DAY AFTER BRASCAN'S RECEIPT OF SUCH NOTICE OF
9
BORROWING;
(II) THE AMOUNT OF SUCH ADVANCE TO BE MADE IN EURODOLLAR RATE LOANS
AND (III) THE DATE SUCH ADVANCE SHALL BE REPAID (THE "REPAYMENT DATE").
(B)
EURODOLLAR RATE LOANS SHALL NOT BE MADE AVAILABLE TO BORROWER
DURING THE CONTINUANCE OF A DEFAULT OR AN EVENT OF DEFAULT.
(C)
BORROWER SHALL INDEMNIFY BRASCAN AND HOLD BRASCAN HARMLESS FROM
AND AGAINST ANY AND ALL LOSSES OR EXPENSES THAT BRASCAN MAY SUSTAIN OR INCUR AS
A CONSEQUENCE OF ANY DEFAULT BY BORROWER IN THE PAYMENT OF THE PRINCIPAL OF OR
INTEREST ON ANY EURODOLLAR RATE LOAN OR FAILURE BY BORROWER TO COMPLETE A
BORROWING OF A EURODOLLAR RATE LOAN AFTER NOTICE THEREOF HAS BEEN GIVEN.
(D)
NOTWITHSTANDING ANY OTHER PROVISION HEREOF, IF ANY APPLICABLE LAW,
TREATY, REGULATION OR DIRECTIVE, OR ANY CHANGE THEREIN OR IN THE INTERPRETATION
OR APPLICATION THEREOF, SHALL MAKE IT UNLAWFUL FOR BRASCAN (FOR PURPOSES OF THIS
SUBSECTION (D), THE TERM "LENDER" SHALL INCLUDE BRASCAN AND THE OFFICE OR BRANCH
WHERE BRASCAN OR ANY CORPORATION OR BANK CONTROLLING SUCH LENDER MAKES OR
MAINTAINS ANY EURODOLLAR RATE LOANS) TO MAKE OR MAINTAIN ITS EURODOLLAR RATE
LOANS, THE OBLIGATION OF LENDER TO MAKE EURODOLLAR RATE LOANS HEREUNDER SHALL
FORTHWITH BE CANCELLED AND BORROWER SHALL, IF ANY EURODOLLAR RATE LOANS ARE THEN
OUTSTANDING, PROMPTLY UPON REQUEST FROM LENDER,
EITHER PAY ALL SUCH EURODOLLAR
RATE LOANS OR CONVERT SUCH EURODOLLAR RATE LOANS INTO LOANS PRICED ACCORDING TO
BRASCAN'S COST OF FUNDS FOR MAKING SUCH LOANS PLUS 4.00%. IF ANY SUCH PAYMENT OR
CONVERSION OF ANY EURODOLLAR RATE LOAN IS MADE ON A DAY THAT IS NOT THE LAST DAY
OF THE INTEREST PERIOD APPLICABLE TO SUCH EURODOLLAR RATE LOAN, BORROWER SHALL
PAY BRASCAN, UPON BRASCAN'S REQUEST, SUCH AMOUNT OR AMOUNTS AS MAY BE NECESSARY
TO COMPENSATE BRASCAN FOR ANY LOSS OR EXPENSE SUSTAINED OR INCURRED BY BRASCAN
IN RESPECT OF SUCH EURODOLLAR RATE LOAN AS A RESULT OF SUCH PAYMENT OR
CONVERSION, INCLUDING (BUT NOT LIMITED TO) ANY INTEREST OR OTHER AMOUNTS PAYABLE
BY BRASCAN TO BRASCAN OF FUNDS OBTAINED BY BRASCAN IN ORDER TO MAKE OR MAINTAIN
SUCH EURODOLLAR RATE LOAN. A CERTIFICATE AS TO ANY ADDITIONAL AMOUNTS PAYABLE
PURSUANT TO THE FOREGOING SENTENCE SUBMITTED BY BRASCAN TO BORROWER SHALL BE
CONCLUSIVE ABSENT MANIFEST ERROR.
2.3
DISBURSEMENT OF ADVANCE PROCEEDS. ALL ADVANCES SHALL BE DISBURSED