APPLICABLE LAWS IN RESPECT OF ANY PLAN, (IX) FAIL TO MEET, OR PERMIT
ANY MEMBER OF THE CONTROLLED GROUP TO FAIL TO MEET, ALL MINIMUM FUNDING
REQUIREMENTS UNDER ERISA OR THE CODE OR POSTPONE OR DELAY OR ALLOW ANY MEMBER OF
THE CONTROLLED GROUP TO POSTPONE OR DELAY ANY FUNDING REQUIREMENT WITH RESPECT
OF ANY PLAN.
6.10
ANTI-TERRORISM LAWS. FOR ITSELF AND ANY AFFILIATE OR BRASCAN:
(A)
CONDUCT ANY BUSINESS OR ENGAGE IN ANY TRANSACTION OR DEALING WITH
ANY BLOCKED PERSON, INCLUDING THE MAKING OR RECEIVING ANY CONTRIBUTION OF FUNDS,
GOODS OR SERVICES TO OR FOR THE BENEFIT OF ANY BLOCKED PERSON.
(B)
DEAL IN, OR OTHERWISE ENGAGE IN ANY TRANSACTION RELATING TO, ANY
PROPERTY OR INTERESTS IN PROPERTY BLOCKED PURSUANT TO THE EXECUTIVE ORDER NO.
13224.
(C)
ENGAGE IN OR CONSPIRE 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 THE EXECUTIVE ORDER NO. 13224, THE USA PATRIOT
ACT OR ANY OTHER ANTI-TERRORISM LAW. BORROWER SHALL DELIVER TO BRASCAN ANY
CERTIFICATION OR OTHER EVIDENCE REQUESTED FROM TIME TO TIME BY BRASCAN IN ITS
SOLE DISCRETION, CONFIRMING BORROWER'S COMPLIANCE WITH THIS SECTION.
6.11
TRADING WITH THE ENEMY ACT. ENGAGE IN ANY BUSINESS OR ACTIVITY IN
VIOLATION OF THE TRADING WITH THE ENEMY ACT.
VII.
CONDITIONS PRECEDENT.
7.1
CONDITIONS TO INITIAL ADVANCES. THE AGREEMENT OF BRASCAN TO MAKE
THE INITIAL ADVANCES REQUESTED TO BE MADE IS SUBJECT TO THE SATISFACTION, OR
WAIVER BY BRASCAN, IMMEDIATELY PRIOR TO OR CONCURRENTLY WITH THE MAKING OF SUCH
ADVANCES, OF THE FOLLOWING CONDITIONS PRECEDENT:
(A)
EXECUTION AND DELIVERY OF CLOSING DOCUMENTS. BRASCAN SHALL HAVE
RECEIVED EACH OF THIS AGREEMENT, THE REVOLVING CREDIT NOTE, AND EACH OTHER
DOCUMENT TO WHICH BORROWER IS A PARTY, DULY EXECUTED AND DELIVERED BY AN
AUTHORIZED OFFICER OF BORROWER;
(B)
CORPORATE PROCEEDINGS OF BORROWER. BRASCAN SHALL HAVE RECEIVED A
COPY OF THE RESOLUTIONS IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
BRASCAN, OF THE BOARD OF DIRECTORS OF BORROWER AUTHORIZING (I) THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS AGREEMENT, THE REVOLVING CREDIT NOTE AND ANY
RELATED AGREEMENTS, CERTIFIED BY THE SECRETARY OR AN ASSISTANT SECRETARY OF
BORROWER AS OF THE CLOSING DATE; AND, SUCH CERTIFICATE SHALL STATE THAT THE
RESOLUTIONS THEREBY CERTIFIED HAVE NOT BEEN AMENDED, MODIFIED, REVOKED OR
RESCINDED AS OF THE DATE OF SUCH CERTIFICATE;
22
(C)
INCUMBENCY CERTIFICATES OF BORROWER. BRASCAN SHALL HAVE RECEIVED A
CERTIFICATE OF THE SECRETARY OR AN ASSISTANT SECRETARY OF BORROWER, DATED THE
CLOSING DATE, AS TO THE INCUMBENCY AND BRASCAN OF THE OFFICERS OF BORROWER
EXECUTING THIS AGREEMENT, THE OTHER DOCUMENTS, ANY CERTIFICATE OR OTHER
DOCUMENTS TO BE DELIVERED BY IT PURSUANT HERETO, TOGETHER WITH EVIDENCE OF THE
INCUMBENCY OF SUCH SECRETARY OR ASSISTANT SECRETARY;
(D)
CERTIFICATES. BRASCAN SHALL HAVE RECEIVED A COPY OF THE ARTICLES
OR CERTIFICATE OF INCORPORATION OF BORROWER AND ALL AMENDMENTS THERETO,
CERTIFIED BY THE SECRETARY OF STATE OR OTHER APPROPRIATE OFFICIAL OF ITS
JURISDICTION OF INCORPORATION, TOGETHER WITH COPIES