OR PURSUANT TO THIS AGREEMENT, THE OTHER
DOCUMENTS AND ANY RELATED AGREEMENTS TO WHICH IT IS A PARTY, AND EACH OF THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN ANY CERTIFICATE, DOCUMENT OR
FINANCIAL OR OTHER STATEMENT FURNISHED AT ANY TIME UNDER OR IN CONNECTION WITH
THIS AGREEMENT, THE OTHER DOCUMENTS OR ANY RELATED AGREEMENT SHALL BE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF SUCH DATE AS IF MADE ON AND AS OF
SUCH DATE;
(B)
NO DEFAULT. NO EVENT OF DEFAULT OR DEFAULT SHALL HAVE OCCURRED AND
BE CONTINUING ON SUCH DATE, OR WOULD EXIST AFTER GIVING EFFECT TO THE ADVANCE
REQUESTED TO BE MADE, ON SUCH DATE; PROVIDED, HOWEVER THAT BRASCAN, IN ITS SOLE
DISCRETION, MAY CONTINUE TO MAKE ADVANCES NOTWITHSTANDING THE EXISTENCE OF AN
EVENT OF DEFAULT OR DEFAULT AND THAT ANY ADVANCE SO MADE SHALL NOT BE DEEMED A
WAIVER OF ANY SUCH EVENT OF DEFAULT OR DEFAULT; AND
(C)
MAXIMUM ADVANCES. IN THE CASE OF ANY ADVANCE REQUESTED TO BE MADE,
AFTER GIVING EFFECT THERETO, THE AGGREGATE AMOUNT OF SUCH ADVANCE SHALL NOT
EXCEED THE MAXIMUM ADVANCE AMOUNT.
(D)
NET WORTH. THERE HAS NOT HAVE OCCURRED SINCE THE END OF THE MOST
RECENTLY COMPLETED FISCAL QUARTER OF BORROWER A MATERIAL REDUCTION IN THE NET
WORTH OF BORROWER.
Each request for an Advance by Borrower hereunder shall constitute a
representation and warranty by Borrower as of the date of such Advance that the
conditions contained in this subsection shall have been satisfied.
VIII.
INFORMATION AS TO BORROWER.
Borrower shall, until satisfaction in full of the Obligations and the
termination of this Agreement:
8.1
ENVIRONMENTAL REPORTS. UPON THE WRITTEN REQUEST OF BRASCAN,
FURNISH BRASCAN WITH A CERTIFICATE SIGNED BY THE PRESIDENT OF BORROWER STATING,
TO THE BEST OF HIS KNOWLEDGE, THAT BORROWER IS IN COMPLIANCE IN ALL MATERIAL
RESPECTS WITH ALL FEDERAL, STATE AND LOCAL ENVIRONMENTAL LAWS. TO THE EXTENT
BORROWER IS NOT IN COMPLIANCE WITH THE FOREGOING LAWS, THE CERTIFICATE SHALL SET
FORTH WITH SPECIFICITY ALL AREAS OF NON-COMPLIANCE AND THE PROPOSED ACTION
BORROWER SHALL IMPLEMENT IN ORDER TO ACHIEVE FULL COMPLIANCE.
8.2
LITIGATION. PROMPTLY NOTIFY BRASCAN IN WRITING, BY FACSIMILE, OR
BY EMAIL OF ANY CLAIM, LITIGATION, SUIT OR ADMINISTRATIVE PROCEEDING AFFECTING
BORROWER, WHETHER OR NOT THE CLAIM IS COVERED BY INSURANCE, AND OF ANY
LITIGATION, SUIT OR ADMINISTRATIVE PROCEEDING, WHICH COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
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8.3
MATERIAL OCCURRENCES. PROMPTLY NOTIFY BRASCAN IN WRITING UPON THE
OCCURRENCE OF (A) ANY EVENT OF DEFAULT OR DEFAULT; (B) ANY EVENT, DEVELOPMENT OR
CIRCUMSTANCE WHEREBY ANY FINANCIAL STATEMENTS OR OTHER REPORTS FURNISHED TO
BRASCAN FAIL IN ANY MATERIAL RESPECT TO PRESENT FAIRLY, IN ACCORDANCE WITH GAAP
CONSISTENTLY APPLIED, THE FINANCIAL CONDITION OR OPERATING RESULTS OF BORROWER
AS OF THE DATE OF SUCH STATEMENTS; (C) ANY ACCUMULATED RETIREMENT PLAN FUNDING
DEFICIENCY WHICH, IF SUCH DEFICIENCY CONTINUED FOR TWO PLAN YEARS AND WAS NOT
CORRECTED AS PROVIDED IN SECTION 4971 OF THE CODE, COULD SUBJECT BORROWER TO A
TAX IMPOSED BY