SECTION 4971 OF THE CODE; (D) EACH AND EVERY DEFAULT BY BORROWER
WHICH PERMITS THE HOLDERS OF ANY INDEBTEDNESS OF BORROWER THE OUTSTANDING
PRINCIPAL AMOUNT OF WHICH EXCEEDS $500,000, TO ACCELERATE MATURITY OF SUCH
INDEBTEDNESS, INCLUDING THE NAMES AND ADDRESSES OF THE HOLDERS OF SUCH
INDEBTEDNESS, AND THE AMOUNT OF SUCH INDEBTEDNESS; AND (E) ANY OTHER DEVELOPMENT
IN THE BUSINESS OR AFFAIRS OF BORROWER, WHICH COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT; IN EACH CASE DESCRIBING THE NATURE THEREOF AND
THE ACTION BORROWER PROPOSES TO TAKE WITH RESPECT THERETO.
8.4
ANNUAL FINANCIAL STATEMENTS. FURNISH BRASCAN WITHIN NINETY (90)
DAYS AFTER THE END OF EACH FISCAL YEAR OF BORROWER, FINANCIAL STATEMENTS OF
BORROWER, INCLUDING, BUT NOT LIMITED TO, STATEMENTS OF INCOME AND STOCKHOLDERS'
EQUITY AND CASH FLOW FROM THE BEGINNING OF THE CURRENT FISCAL YEAR TO THE END OF
SUCH FISCAL YEAR AND THE BALANCE SHEET AS AT THE END OF SUCH FISCAL YEAR, ALL
PREPARED IN ACCORDANCE WITH GAAP APPLIED ON A BASIS CONSISTENT WITH PRIOR
PRACTICES, AND IN REASONABLE DETAIL AND REPORTED UPON WITHOUT QUALIFICATION BY
AN INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM SELECTED BY BORROWER AND
SATISFACTORY TO BRASCAN. IN ADDITION, THE REPORTS SHALL BE ACCOMPANIED BY A
COMPLIANCE CERTIFICATE.
8.5
QUARTERLY FINANCIAL STATEMENTS. FURNISH BRASCAN WITHIN FORTY-FIVE
(45) DAYS AFTER THE END OF EACH FISCAL QUARTER, AN UNAUDITED BALANCE SHEET OF
BORROWER AND UNAUDITED STATEMENTS OF INCOME AND STOCKHOLDERS' EQUITY AND CASH
FLOW OF BORROWER REFLECTING RESULTS OF OPERATIONS FROM THE BEGINNING OF THE
FISCAL YEAR TO THE END OF SUCH QUARTER AND FOR SUCH QUARTER, PREPARED ON A BASIS
CONSISTENT WITH PRIOR PRACTICES AND COMPLETE AND CORRECT IN ALL MATERIAL
RESPECTS, SUBJECT TO NORMAL AND RECURRING YEAR END ADJUSTMENTS THAT INDIVIDUALLY
AND IN THE AGGREGATE ARE NOT MATERIAL TO BORROWER'S BUSINESS. THE REPORTS SHALL
BE ACCOMPANIED BY A COMPLIANCE CERTIFICATE.
8.6
OTHER REPORTS. FURNISH BRASCAN AS SOON AS AVAILABLE, BUT IN ANY
EVENT WITHIN TEN (10) DAYS AFTER THE ISSUANCE THEREOF, WITH COPIES OF SUCH
FINANCIAL STATEMENTS, REPORTS AND RETURNS AS BORROWER SHALL SEND TO ITS
STOCKHOLDERS OR FILE WITH THE SEC.
8.7
ADDITIONAL INFORMATION. FURNISH BRASCAN WITH SUCH ADDITIONAL
INFORMATION AS BRASCAN SHALL REASONABLY REQUEST IN ORDER TO ENABLE BRASCAN TO
DETERMINE WHETHER THE TERMS, COVENANTS, PROVISIONS AND CONDITIONS OF THIS
AGREEMENT AND THE REVOLVING CREDIT NOTE HAVE BEEN COMPLIED WITH BY BORROWER
INCLUDING, WITHOUT THE NECESSITY OF ANY REQUEST BY BRASCAN, (A) COPIES OF ALL
ENVIRONMENTAL AUDITS AND REVIEWS, (B) AT LEAST THIRTY (30) DAYS PRIOR THERETO,
NOTICE OF BORROWER'S OPENING OF ANY NEW OFFICE OR PLACE OF BUSINESS OR
BORROWER'S CLOSING OF ANY EXISTING OFFICE OR PLACE OF BUSINESS, AND (C) PROMPTLY
UPON BORROWER'S LEARNING THEREOF, NOTICE OF ANY LABOR DISPUTE TO WHICH BORROWER
MAY BECOME A PARTY, ANY STRIKES OR WALKOUTS RELATING TO ANY OF ITS PLANTS OR
OTHER FACILITIES, AND THE EXPIRATION OF ANY LABOR CONTRACT TO WHICH BORROWER IS
A PARTY OR BY WHICH BORROWER IS BOUND.
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8.8
NOTICE OF SUITS, ADVERSE EVENTS. FURNISH BRASCAN WITH