EACH SUCH JUDGMENT IN GOOD
FAITH AND ESTABLISHES RESERVES SATISFACTORY TO BRASCAN AND ENFORCEMENT OF EACH
SUCH JUDGMENT OR LIENS ARE CONTINUOUSLY STAYED;
9.7
BANKRUPTCY OF BORROWER. BORROWER SHALL (I) APPLY FOR, CONSENT TO
OR SUFFER THE APPOINTMENT OF, OR THE TAKING OF POSSESSION BY, A RECEIVER,
CUSTODIAN, TRUSTEE, LIQUIDATOR OR SIMILAR FIDUCIARY OF ITSELF OR OF ALL OR A
SUBSTANTIAL PART OF ITS PROPERTY, (II) MAKE A GENERAL ASSIGNMENT FOR THE BENEFIT
OF CREDITORS, (III) COMMENCE A VOLUNTARY CASE UNDER ANY STATE OR FEDERAL
BANKRUPTCY LAWS (AS NOW OR HEREAFTER IN EFFECT), (IV) BE ADJUDICATED A BANKRUPT
OR INSOLVENT, (V) FILE A PETITION SEEKING TO TAKE ADVANTAGE OF ANY OTHER LAW
PROVIDING FOR THE RELIEF OF DEBTORS, (VI) ACQUIESCE TO, OR FAIL TO HAVE
DISMISSED, WITHIN THIRTY (30) DAYS, ANY PETITION FILED AGAINST IT IN ANY
INVOLUNTARY CASE UNDER SUCH BANKRUPTCY LAWS, OR (VII) TAKE ANY ACTION FOR THE
PURPOSE OF EFFECTING ANY OF THE FOREGOING;
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9.8
INABILITY TO PAY. BORROWER SHALL ADMIT IN WRITING ITS INABILITY,
OR BE GENERALLY UNABLE, TO PAY ITS DEBTS AS THEY BECOME DUE OR CEASE OPERATIONS
OF ITS PRESENT BUSINESS;
9.9
MATERIAL ADVERSE EFFECT. ANY CHANGE IN BORROWER'S RESULTS OF
OPERATIONS OR CONDITION (FINANCIAL OR OTHERWISE) WHICH IN BRASCAN'S REASONABLE
JUDGMENT HAS MATERIAL ADVERSE EFFECT;
9.10
CROSS DEFAULT. A DEFAULT OF THE OBLIGATIONS OF BORROWER UNDER ANY
OTHER AGREEMENT TO WHICH IT IS A PARTY SHALL OCCUR AND SUCH DEFAULT IS NOT CURED
WITHIN ANY APPLICABLE GRACE PERIOD AND COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT;
9.11
CHANGE OF CONTROL. ANY CHANGE OF CONTROL SHALL OCCUR;
9.12
INVALIDITY. ANY MATERIAL PROVISION OF THIS AGREEMENT OR ANY OTHER
DOCUMENT SHALL, FOR ANY REASON, CEASE TO BE VALID AND BINDING ON BORROWER, OR
BORROWER SHALL SO CLAIM IN WRITING TO BRASCAN;
9.13
LICENSES. (I) ANY GOVERNMENTAL BODY SHALL (A) REVOKE, TERMINATE,
SUSPEND OR ADVERSELY MODIFY ANY LICENSE OR PERMIT OF BORROWER, THE CONTINUATION
OF WHICH IS MATERIAL TO THE CONTINUATION OF BORROWER'S BUSINESS, OR (B) COMMENCE
PROCEEDINGS TO SUSPEND, REVOKE, TERMINATE OR ADVERSELY MODIFY ANY SUCH LICENSE
OR PERMIT AND SUCH PROCEEDINGS SHALL NOT BE DISMISSED OR DISCHARGED WITHIN SIXTY
(60) DAYS, OR (C) SCHEDULE OR CONDUCT A HEARING ON THE RENEWAL OF ANY LICENSE OR
PERMIT NECESSARY FOR THE CONTINUATION OF BORROWER'S BUSINESS AND THE STAFF OF
SUCH GOVERNMENTAL BODY ISSUES A REPORT RECOMMENDING THE TERMINATION, REVOCATION,
SUSPENSION OR MATERIAL, ADVERSE MODIFICATION OF SUCH LICENSE OR PERMIT; (II) ANY
AGREEMENT WHICH IS NECESSARY OR MATERIAL TO THE OPERATION OF BORROWER'S BUSINESS
SHALL BE REVOKED OR TERMINATED AND NOT REPLACED BY A SUBSTITUTE ACCEPTABLE TO
BRASCAN WITHIN THIRTY (30) DAYS AFTER THE DATE OF SUCH REVOCATION OR
TERMINATION, AND SUCH REVOCATION OR TERMINATION AND NON-REPLACEMENT WOULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
9.14
PENSION PLANS. AN EVENT OR CONDITION SPECIFIED IN SECTIONS 6.11 OR
8.9 HEREOF SHALL OCCUR OR EXIST WITH RESPECT TO ANY PLAN AND, AS A RESULT OF
SUCH EVENT OR CONDITION, TOGETHER WITH ALL