OF THE BY-LAWS OF BORROWER
AND ALL AGREEMENTS OF BORROWER'S SHAREHOLDERS, CERTIFIED AS ACCURATE AND
COMPLETE BY THE SECRETARY OF BORROWER;
(E)
GOOD STANDING CERTIFICATES. BRASCAN SHALL HAVE RECEIVED GOOD
STANDING CERTIFICATES FOR BORROWER DATED NOT MORE THAN TWENTY (20) DAYS PRIOR TO
THE CLOSING DATE, ISSUED BY THE SECRETARY OF STATE OR OTHER APPROPRIATE OFFICIAL
OF BORROWER'S JURISDICTION OF INCORPORATION AND EACH JURISDICTION WHERE THE
CONDUCT OF BORROWER'S BUSINESS ACTIVITIES OR THE OWNERSHIP OF ITS PROPERTIES
NECESSITATES QUALIFICATION;
(F)
NO LITIGATION. (I) NO LITIGATION, INVESTIGATION OR PROCEEDING
BEFORE OR BY ANY ARBITRATOR OR GOVERNMENTAL BODY SHALL BE CONTINUING OR
THREATENED AGAINST BORROWER OR AGAINST THE OFFICERS OR DIRECTORS OF BORROWER (A)
IN CONNECTION WITH THIS AGREEMENT, THE REVOLVING CREDIT NOTE, THE OTHER
DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY AND WHICH, IN THE
REASONABLE OPINION OF BRASCAN, IS DEEMED MATERIAL OR (B) WHICH COULD, IN THE
REASONABLE OPINION OF BRASCAN, HAVE A MATERIAL ADVERSE EFFECT; AND (II) NO
INJUNCTION, WRIT, RESTRAINING ORDER OR OTHER ORDER OF ANY NATURE MATERIALLY
ADVERSE TO BORROWER OR THE CONDUCT OF ITS BUSINESS OR INCONSISTENT WITH THE DUE
CONSUMMATION OF THE TRANSACTIONS SHALL HAVE BEEN ISSUED BY ANY GOVERNMENTAL
BODY;
(G)
NO ADVERSE MATERIAL CHANGE. (I) SINCE JUNE 30, 2007, THERE SHALL
NOT HAVE OCCURRED ANY EVENT, CONDITION OR STATE OF FACTS WHICH COULD REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT AND (II) NO REPRESENTATIONS MADE
OR INFORMATION SUPPLIED TO BRASCAN SHALL HAVE BEEN PROVEN TO BE INACCURATE OR
MISLEADING IN ANY MATERIAL RESPECT;
(H)
OTHER DOCUMENTS. BRASCAN SHALL HAVE RECEIVED THE EXECUTED OTHER
DOCUMENTS, ALL IN FORM AND SUBSTANCE SATISFACTORY TO BRASCAN;
(I)
CLOSING CERTIFICATE. BRASCAN SHALL HAVE RECEIVED A CLOSING
CERTIFICATE SIGNED BY THE CHIEF FINANCIAL OFFICER OF BORROWER DATED AS OF THE
DATE HEREOF, STATING THAT (I) ALL REPRESENTATIONS AND WARRANTIES SET FORTH IN
THIS AGREEMENT AND THE OTHER DOCUMENTS ARE TRUE AND CORRECT ON AND AS OF SUCH
DATE, (II) BORROWER IS ON SUCH DATE IN COMPLIANCE WITH ALL THE TERMS AND
PROVISIONS SET FORTH IN THIS AGREEMENT AND THE OTHER DOCUMENTS AND (III) ON SUCH
DATE NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED OR IS CONTINUING;
(J)
COMPLIANCE WITH APPLICABLE LAWS. BRASCAN SHALL BE REASONABLY
SATISFIED THAT BORROWER IS IN COMPLIANCE WITH ALL PERTINENT FEDERAL, STATE,
LOCAL OR TERRITORIAL REGULATIONS APPLICABLE TO BORROWER, INCLUDING THOSE WITH
RESPECT TO THE FEDERAL OCCUPATIONAL SAFETY AND HEALTH ACT, THE ENVIRONMENTAL
PROTECTION ACT, ERISA AND THE TRADING WITH THE ENEMY ACT; AND
23
(K)
OTHER. ALL CORPORATE AND OTHER PROCEEDINGS, AND ALL DOCUMENTS,
INSTRUMENTS AND OTHER LEGAL MATTERS IN CONNECTION WITH THE TRANSACTIONS SHALL BE
SATISFACTORY IN FORM AND SUBSTANCE TO BRASCAN AND ITS COUNSEL.
7.2
CONDITIONS TO EACH ADVANCE. THE AGREEMENT OF BRASCAN TO MAKE ANY
ADVANCE REQUESTED TO BE MADE ON ANY BORROWING DATE, IS SUBJECT TO THE
SATISFACTION OF THE FOLLOWING CONDITIONS PRECEDENT AS OF THE DATE SUCH ADVANCE
IS MADE:
(A)
REPRESENTATIONS AND WARRANTIES. EACH OF THE REPRESENTATIONS AND
WARRANTIES MADE BY BORROWER IN