FROM WHICHEVER OFFICE OR OTHER PLACE BRASCAN MAY DESIGNATE FROM TIME TO TIME
AND, TOGETHER WITH ANY AND ALL OTHER OBLIGATIONS OF BORROWER TO BRASCAN, SHALL
BE CHARGED TO BORROWER'S ACCOUNT ON BRASCAN'S BOOKS. DURING THE TERM, BORROWER
MAY USE THE ADVANCES BY BORROWING AND REBORROWING, ALL IN ACCORDANCE WITH THE
TERMS AND CONDITIONS HEREOF. THE PROCEEDS OF EACH ADVANCE REQUESTED BY BORROWER
UNDER SECTION 2.2(A) HEREOF SHALL, WITH RESPECT TO REQUESTED ADVANCES TO THE
EXTENT BRASCAN MAKE SUCH ADVANCES, BE MADE AVAILABLE TO BORROWER ON THE
APPLICABLE BORROWING DATE BY WAY OF CREDIT TO BORROWER'S OPERATING ACCOUNT AT
BRASCAN, OR SUCH OTHER BANK AS BORROWER MAY DESIGNATE FOLLOWING NOTIFICATION TO
BRASCAN, IN IMMEDIATELY AVAILABLE FEDERAL FUNDS OR OTHER IMMEDIATELY AVAILABLE
FUNDS OR BE DISBURSED TO BRASCAN TO BE APPLIED TO THE OUTSTANDING OBLIGATIONS
GIVING RISE TO SUCH DEEMED REQUEST.
2.4
MAXIMUM ADVANCES.
The aggregate balance of Advances outstanding at any time shall not exceed the
Maximum Advance Amount.
10
2.5
MANNER OF BORROWING AND REPAYMENT OF ADVANCES.
(A)
EXCEPT AS EXPRESSLY PROVIDED HEREIN, EACH PAYMENT BY BORROWER ON
ACCOUNT OF PRINCIPAL AND INTEREST ON AN ADVANCE, AND ANY OTHER AMOUNTS PAYABLE
HEREUNDER, OR UNDER ANY OF THE OTHER DOCUMENTS, SHALL BE MADE WITHOUT ANY
DEDUCTION WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, ANY DEDUCTION FOR ANY
SETOFF OR COUNTERCLAIM, AND SHALL BE MADE TO BRASCAN AT THE PAYMENT OFFICE, NOT
LATER THAN 1:00 P.M., ON THE REPAYMENT DATE WITH RESPECT TO SUCH ADVANCE, IN
DOLLARS AND IN IMMEDIATELY AVAILABLE FUNDS.
(B)
SUBJECT TO THE TERMS HEREOF, THE BORROWER SHALL REPAY ALL
OBLIGATIONS INCLUDING THE OUTSTANDING PRINCIPAL AMOUNT OF ALL ADVANCES HEREUNDER
TOGETHER WITH ALL ACCRUED INTEREST, FEES AND OTHER AMOUNTS THEN UNPAID BY IT
WITH RESPECT TO SUCH ADVANCES IN FULL ON THE FIRST ANNIVERSARY DATE OF THE
CLOSING DATE AND THE COMMITMENTS OF BRASCAN HEREON SHALL BE AUTOMATICALLY
TERMINATED ON SUCH DATE.
2.6
REPAYMENT OF EXCESS ADVANCES. THE AGGREGATE BALANCE OF ADVANCES
OUTSTANDING AT ANY TIME IN EXCESS OF THE MAXIMUM AMOUNT OF ADVANCES PERMITTED
HEREUNDER SHALL BE IMMEDIATELY DUE AND PAYABLE WITHOUT THE NECESSITY OF ANY
DEMAND, AT THE PAYMENT OFFICE, WHETHER OR NOT A DEFAULT OR EVENT OF DEFAULT HAS
OCCURRED.
2.7
STATEMENT OF ACCOUNT. BRASCAN SHALL MAINTAIN, IN ACCORDANCE WITH
ITS CUSTOMARY PROCEDURES, A LOAN ACCOUNT ("BORROWER'S ACCOUNT") IN THE NAME OF
BORROWER IN WHICH SHALL BE RECORDED THE DATE AND AMOUNT OF EACH ADVANCE MADE BY
BRASCAN AND THE DATE AND AMOUNT OF EACH PAYMENT IN RESPECT THEREOF; PROVIDED,
HOWEVER, THE FAILURE BY BRASCAN TO RECORD THE DATE AND AMOUNT OF ANY ADVANCE OR
PAYMENT SHALL NOT ADVERSELY AFFECT BRASCAN OR BORROWER. EACH MONTH, BRASCAN
SHALL SEND TO BORROWER A STATEMENT SHOWING THE ACCOUNTING FOR THE ADVANCES MADE
AND PAYMENTS MADE OR CREDITED IN RESPECT THEREOF. THE MONTHLY STATEMENTS SHALL
BE DEEMED CORRECT AND BINDING UPON BORROWER IN THE ABSENCE OF MANIFEST ERROR AND
SHALL CONSTITUTE AN ACCOUNT STATED BETWEEN BRASCAN AND BORROWER UNLESS BRASCAN
RECEIVES A STATEMENT IN WRITING, BY FACSIMILE, OR BY