EFFECT THAT ANY
AMBIGUITIES ARE TO BE
34
RESOLVED AGAINST THE DRAFTING PARTY SHALL NOT BE EMPLOYED IN THE INTERPRETATION
OF THIS AGREEMENT OR ANY AMENDMENTS, SCHEDULES OR EXHIBITS THERETO.
13.15
SHARING INFORMATION.
(A)
FROM TIME TO TIME FINANCIAL ADVISORY, INVESTMENT BANKING AND OTHER
SERVICES MAY BE OFFERED OR PROVIDED TO BORROWER OR ONE OR MORE OF ITS AFFILIATES
(IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE) BY BRASCAN OR BY ONE OR MORE
SUBSIDIARIES OR AFFILIATES OF BRASCAN.
(B)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE INFORMATION
SUBJECT TO THIS SECTION 13.15 SHALL NOT INCLUDE, AND BRASCAN AND BRASCAN MAY
DISCLOSE WITHOUT LIMITATION OF ANY KIND, ANY INFORMATION WITH RESPECT TO THE
"TAX TREATMENT" AND "TAX STRUCTURE" (IN EACH CASE, WITHIN THE MEANING OF
TREASURY REGULATION SECTION 1.6011-4) OF THE TRANSACTIONS CONTEMPLATED HEREBY
AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) THAT
ARE PROVIDED TO BRASCAN RELATING TO SUCH TAX TREATMENT AND TAX STRUCTURE;
PROVIDED THAT WITH RESPECT TO ANY DOCUMENT OR SIMILAR ITEM THAT IN EITHER CASE
CONTAINS INFORMATION CONCERNING THE TAX TREATMENT OR TAX STRUCTURE OF THE
TRANSACTION AS WELL AS OTHER INFORMATION, THIS SENTENCE SHALL ONLY APPLY TO SUCH
PORTIONS OF THE DOCUMENT OR SIMILAR ITEM THAT RELATE TO THE TAX TREATMENT OR TAX
STRUCTURE OF THE ADVANCES AND TRANSACTIONS CONTEMPLATED HEREBY.
13.16
PUBLICITY. BRASCAN OR ANY OF ITS AFFILIATES IS HEREBY AUTHORIZED TO
MAKE APPROPRIATE ANNOUNCEMENTS OF THE FINANCIAL ARRANGEMENT ENTERED INTO AMONG
BORROWER AND BRASCAN IN SUCH PUBLICATIONS AND TO SUCH SELECTED PARTIES AS
BRASCAN SHALL IN ITS SOLE AND ABSOLUTE DISCRETION DEEM APPROPRIATE.
13.17
CERTIFICATIONS FROM BANKS AND PARTICIPANTS; US PATRIOT ACT. BRASCAN
OR ANY ASSIGNEE OF IT THAT IS NOT INCORPORATED UNDER THE LAWS OF THE UNITED
STATES OF AMERICA OR A STATE THEREOF (AND IS NOT EXCEPTED FROM THE CERTIFICATION
REQUIREMENT CONTAINED IN SECTION 313 OF THE USA PATRIOT ACT AND THE APPLICABLE
REGULATIONS BECAUSE IT IS BOTH (I) AN AFFILIATE OF A DEPOSITORY INSTITUTION OR
FOREIGN BANK THAT MAINTAINS A PHYSICAL PRESENCE IN THE UNITED STATES OR FOREIGN
COUNTRY, AND (II) SUBJECT TO SUPERVISION BY A BANKING AUTHORITY REGULATING SUCH
AFFILIATED DEPOSITORY INSTITUTION OR FOREIGN BANK) SHALL DELIVER TO BRASCAN THE
CERTIFICATION, OR, IF APPLICABLE, RECERTIFICATION, CERTIFYING THAT BRASCAN IS
NOT A "SHELL" AND CERTIFYING TO OTHER MATTERS AS REQUIRED BY SECTION 313 OF THE
USA PATRIOT ACT AND THE APPLICABLE REGULATIONS: (1) WITHIN 10 DAYS AFTER THE
CLOSING DATE, AND (2) AS SUCH OTHER TIMES AS ARE REQUIRED UNDER THE USA PATRIOT
ACT.
35
Each of the parties has signed this Agreement as of the day and year first above
written.
CRYSTAL RIVER CAPITAL, INC.
By:
/s/ Clifford E. Lai
Name: Clifford E. Lai
Title:
President and CEO
BRASCAN (US) CORPORATION
as Lender and as Administrative Agent
By:
/s/ G. Mark Brown
Name:
G. Mark Brown
Title:
President