SURVIVE TERMINATION OF THIS AGREEMENT AND THE OTHER
DOCUMENTS AND PAYMENT IN FULL OF THE OBLIGATIONS.
13.8
SEVERABILITY. IF ANY PART OF THIS AGREEMENT IS CONTRARY TO,
PROHIBITED BY, OR DEEMED INVALID UNDER APPLICABLE LAWS OR REGULATIONS, SUCH
PROVISION SHALL BE INAPPLICABLE AND DEEMED OMITTED TO THE EXTENT SO CONTRARY,
PROHIBITED OR INVALID, BUT THE REMAINDER HEREOF SHALL NOT BE INVALIDATED THEREBY
AND SHALL BE GIVEN EFFECT SO FAR AS POSSIBLE.
13.9
EXPENSES. ALL COSTS AND EXPENSES INCLUDING REASONABLE ATTORNEYS'
FEES (INCLUDING THE ALLOCATED COSTS OF IN HOUSE COUNSEL) AND DISBURSEMENTS
INCURRED BY BRASCAN ON ITS BEHALF
(A) IN CONNECTION WITH THE PREPARATION,
NEGOTIATION AND EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE OTHER
DOCUMENTS, OR (B) IN ALL EFFORTS MADE TO ENFORCE PAYMENT OF ANY OBLIGATION, OR
(C) IN CONNECTION WITH THE ENTERING INTO, MODIFICATION, AMENDMENT,
ADMINISTRATION AND ENFORCEMENT OF THIS AGREEMENT OR ANY CONSENTS OR WAIVERS
HEREUNDER OR THEREUNDER AND ALL RELATED AGREEMENTS, DOCUMENTS AND INSTRUMENTS,
OR (D) MAINTAINING, PRESERVING OR ENFORCING ANY OF BRASCAN'S OR BRASCAN'S RIGHTS
HEREUNDER AND UNDER ALL RELATED AGREEMENTS, DOCUMENTS AND INSTRUMENTS, WHETHER
THROUGH JUDICIAL PROCEEDINGS OR OTHERWISE, OR (E) IN DEFENDING OR PROSECUTING
ANY ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO BRASCAN'S TRANSACTIONS
WITH BORROWER, OR (F) IN CONNECTION WITH ANY ADVICE GIVEN TO BRASCAN WITH
RESPECT TO ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER
DOCUMENTS, MAY BE CHARGED TO BORROWER'S ACCOUNT AND SHALL BE PART OF THE
OBLIGATIONS.
13.10
INJUNCTIVE RELIEF. BORROWER RECOGNIZES THAT, IN THE EVENT BORROWER
FAILS TO PERFORM, OBSERVE OR DISCHARGE ANY OF ITS OBLIGATIONS OR LIABILITIES
UNDER THIS AGREEMENT, OR THREATENS TO FAIL TO PERFORM, OBSERVE OR DISCHARGE SUCH
OBLIGATIONS OR LIABILITIES, ANY REMEDY AT LAW MAY PROVE TO BE INADEQUATE RELIEF
TO BRASCAN; THEREFORE, BRASCAN, IF BRASCAN SO REQUESTS, SHALL BE ENTITLED TO
TEMPORARY AND PERMANENT INJUNCTIVE RELIEF IN ANY SUCH CASE WITHOUT THE NECESSITY
OF PROVING THAT ACTUAL DAMAGES ARE NOT AN ADEQUATE REMEDY.
13.11
DAMAGES. NEITHER BORROWER, BRASCAN NOR ANY ATTORNEY FOR IT, SHALL BE
LIABLE TO THE OTHER PARTIES HERETO (OR ANY AFFILIATE OF ANY SUCH PERSON) FOR
INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING FROM ANY BREACH
OF CONTRACT, TORT OR OTHER WRONG RELATING TO THE ESTABLISHMENT, ADMINISTRATION
OR COLLECTION OF THE OBLIGATIONS OR AS A RESULT OF ANY TRANSACTION CONTEMPLATED
UNDER THIS AGREEMENT OR ANY OTHER DOCUMENT.
13.12
CAPTIONS. THE CAPTIONS AT VARIOUS PLACES IN THIS AGREEMENT ARE
INTENDED FOR CONVENIENCE ONLY AND DO NOT CONSTITUTE AND SHALL NOT BE INTERPRETED
AS PART OF THIS AGREEMENT.
13.13
COUNTERPARTS; FACSIMILE. THIS AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF AND BY DIFFERENT PARTIES HERETO ON SEPARATE COUNTERPARTS, ALL OF
WHICH, WHEN SO EXECUTED, SHALL BE DEEMED AN ORIGINAL, BUT ALL SUCH COUNTERPARTS
SHALL CONSTITUTE ONE AND THE SAME AGREEMENT. ANY COPY DELIVERED BY A PARTY BY
FACSIMILE TRANSMISSION SHALL BE DEEMED TO BE AN ORIGINAL COPY HERETO.
13.14
CONSTRUCTION. EACH PARTY AND ITS RESPECTIVE COUNSEL HAVE REVIEWED
THIS AGREEMENT AND THE NORMAL RULE OF CONSTRUCTION TO THE