Common use of Guarantee Absolute Clause in Contracts

Guarantee Absolute. Each Guarantor guarantees that the Series 3 Share Obligations will be paid strictly in accordance with the terms of the Series 3 Shares and this Guarantee within the time required by Section 2.1, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of the Holders with respect thereto. The liability of each Guarantor under this Guarantee shall be absolute and unconditional irrespective of: (a) any sale, transfer or assignment by any Holder of any Series 3 Shares or any right, title, benefit or interest of such Holder therein or thereto; (b) any amendment or change in or to, or any waiver of, any of the terms of the Series 3 Shares; (c) any change in the name, objects, constitution, capacity, capital or the constating documents of a Guarantor; (d) any change in the name, objects, constitution, capacity, capital or the constating documents of the Corporation; (e) any partial payment by the Corporation, or any release or waiver, by operation of law or otherwise, of the performance or observance by the Corporation of any express or implied agreement, covenant, term or condition relating to the Series 3 Shares to be performed or observed by the Corporation; (f) the extension of time for the payment by the Corporation of all or any portion of the Series 3 Share Obligations or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Series 3 Shares; (g) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Series 3 Shares, or any action on the part of the Corporation granting indulgence or extension of any kind; (h) subject to Section 4.1(b), the recovery of any judgment against the Corporation, any voluntary or involuntary liquidation, dissolution, sale of any collateral, winding up, merger or amalgamation of the Corporation or a Guarantor, any sale or other disposition of all or substantially all of the assets of the Corporation, or any judicial or extrajudicial receivership, insolvency, bankruptcy, assignment for the benefit of, or proposal to, creditors, reorganization, moratorium, arrangement, composition with creditors, or readjustment of debt of, or other proceedings affecting the Corporation, a Guarantor or any of the assets of the Corporation or a Guarantor; (i) any circumstance, act or omission that would prevent subrogation operating in favour of a Guarantor; (j) any invalidity of, or defect or deficiency in, the Series 3 Shares or this Guarantee; (k) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (l) any other circumstance, act or omission that might otherwise constitute a defence available to, or a discharge of, the Corporation in respect of any of the Series 3 Share Obligations, or a Guarantor in respect of any of the Series 3 Share Obligations (other than, and to the extent of, the payment or satisfaction thereof);

Guarantee Absolute. Each Guarantor guarantees that the Series 3 Share 11 Preferred LP Unit Obligations will be paid strictly in accordance with the terms of the Series 3 Shares 11 Preferred LP Units and this Guarantee within the time required by Section 2.1, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of the Holders with respect thereto. The liability of each Guarantor under this Guarantee shall be absolute and unconditional irrespective of: (a) any sale, transfer or assignment by any Holder of any Series 3 Shares 11 Preferred LP Units or any right, title, benefit or interest of such Holder therein or thereto; (b) any amendment or change in or to, or any waiver of, any of the terms of the Series 3 Shares11 Preferred LP Units; (c) any change in the name, objects, constitution, capacity, capital or the constating documents of a Guarantor; (d) any change in the name, objects, constitution, capacity, capital or the constating documents of the CorporationPartnership; (e) any partial payment by the CorporationPartnership, or any release or waiver, by operation of law or otherwise, of the performance or observance by the Corporation Partnership of any express or implied agreement, covenant, term or condition relating to the Series 3 Shares 11 Preferred LP Units to be performed or observed by the CorporationPartnership; (f) the extension of time for the payment by the Corporation Partnership of all or any portion of the Series 3 Share 11 Preferred LP Unit Obligations or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Series 3 Shares11 Preferred LP Units; (g) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Series 3 Shares11 Preferred LP Units, or any action on the part of the Corporation Partnership granting indulgence or extension of any kind; (h) subject to Section 4.1(b4.1(c), the recovery of any judgment against the CorporationPartnership, any voluntary or involuntary liquidation, dissolution, sale of any collateral, winding up, merger or amalgamation of the Corporation Partnership or a Guarantor, any sale or other disposition of all or substantially all of the assets of the CorporationPartnership, or any judicial or extrajudicial receivership, insolvency, bankruptcy, assignment for the benefit of, or proposal to, creditors, reorganization, moratorium, arrangement, composition with creditors, or readjustment of debt of, or other proceedings affecting the CorporationPartnership, a Guarantor or any of the assets of the Corporation Partnership or a Guarantor; (i) any circumstance, act or omission that would prevent subrogation operating in favour of a Guarantor; (j) any invalidity of, or defect or deficiency in, the Series 3 Shares 11 Preferred LP Units or this Guarantee; (k) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (l) any other circumstance, act or omission that might otherwise constitute a defence available to, or a discharge of, the Corporation Partnership in respect of any of the Series 3 Share 11 Preferred LP Unit Obligations, or a Guarantor in respect of any of the Series 3 Share 11 Preferred LP Unit Obligations (other than, and to the extent of, the payment or satisfaction thereof);, it being the intent of the Guarantors that their obligations in respect of the Series 11 Preferred LP Unit Obligations shall be absolute and unconditional under all circumstances and shall not be discharged except by payment in full of the Series 11 Preferred LP Unit Obligations. The Holders shall not be bound or obliged to exhaust their recourse against the Partnership or any other Persons or to take any other action before being entitled to demand payment from the Guarantors hereunder. There shall be no obligation of the Holders to give notice to, or obtain the consent of, any or all of the Guarantors with respect to the happening of any of the foregoing.

Guarantee Absolute. Each Guarantor guarantees that the Series 3 Share 14 Preferred LP Unit Obligations will be paid strictly in accordance with the terms of the Series 3 Shares 14 Preferred LP Units and this Guarantee within the time required by Section 2.1, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of the Holders with respect thereto. The liability of each Guarantor under this Guarantee shall be absolute and unconditional irrespective of: (a) any sale, transfer or assignment by any Holder of any Series 3 Shares 14 Preferred LP Units or any right, title, benefit or interest of such Holder therein or thereto; (b) any amendment or change in or to, or any waiver of, any of the terms of the Series 3 Shares14 Preferred LP Units; (c) any change in the name, objects, constitution, capacity, capital or the constating documents of a Guarantor; (d) any change in the name, objects, constitution, capacity, capital or the constating documents of the CorporationPartnership; (e) any partial payment by the CorporationPartnership, or any release or waiver, by operation of law or otherwise, of the performance or observance by the Corporation Partnership of any express or implied agreement, covenant, term or condition relating to the Series 3 Shares 14 Preferred LP Units to be performed or observed by the CorporationPartnership; (f) the extension of time for the payment by the Corporation Partnership of all or any portion of the Series 3 Share 14 Preferred LP Unit Obligations or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Series 3 Shares14 Preferred LP Units; (g) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Series 3 Shares14 Preferred LP Units, or any action on the part of the Corporation Partnership granting indulgence or extension of any kind; (h) subject to Section 4.1(b4.1(c), the recovery of any judgment against the CorporationPartnership, any voluntary or involuntary liquidation, dissolution, sale of any collateral, winding up, merger or amalgamation of the Corporation Partnership or a Guarantor, any sale or other disposition of all or substantially all of the assets of the CorporationPartnership, or any judicial or extrajudicial receivership, insolvency, bankruptcy, assignment for the benefit of, or proposal to, creditors, reorganization, moratorium, arrangement, composition with creditors, or readjustment of debt of, or other proceedings affecting the CorporationPartnership, a Guarantor or any of the assets of the Corporation Partnership or a Guarantor; (i) any circumstance, act or omission that would prevent subrogation operating in favour of a Guarantor; (j) any invalidity of, or defect or deficiency in, the Series 3 Shares 14 Preferred LP Units or this Guarantee; (k) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (l) any other circumstance, act or omission that might otherwise constitute a defence available to, or a discharge of, the Corporation Partnership in respect of any of the Series 3 Share 14 Preferred LP Unit Obligations, or a Guarantor in respect of any of the Series 3 Share 14 Preferred LP Unit Obligations (other than, and to the extent of, the payment or satisfaction thereof);, it being the intent of the Guarantors that their obligations in respect of the Series 14 Preferred LP Unit Obligations shall be absolute and unconditional under all circumstances and shall not be discharged except by payment in full of the Series 14 Preferred LP Unit Obligations. The Holders shall not be bound or obliged to exhaust their recourse against the Partnership or any other Persons or to take any other action before being entitled to demand payment from the Guarantors hereunder. There shall be no obligation of the Holders to give notice to, or obtain the consent of, any or all of the Guarantors with respect to the happening of any of the foregoing.

Guarantee Absolute. Each Guarantor guarantees that the Series 3 Share 16 Preferred LP Unit Obligations will be paid strictly in accordance with the terms of the Series 3 Shares 16 Preferred LP Units and this Guarantee within the time required by Section 2.1, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of the Holders with respect thereto. The liability of each Guarantor under this Guarantee shall be absolute and unconditional irrespective of: (a) any sale, transfer or assignment by any Holder of any Series 3 Shares 16 Preferred LP Units or any right, title, benefit or interest of such Holder therein or thereto; (b) any amendment or change in or to, or any waiver of, any of the terms of the Series 3 Shares16 Preferred LP Units; (c) any change in the name, objects, constitution, capacity, capital or the constating documents of a Guarantor; (d) any change in the name, objects, constitution, capacity, capital or the constating documents of the CorporationPartnership; (e) any partial payment by the CorporationPartnership, or any release or waiver, by operation of law or otherwise, of the performance or observance by the Corporation Partnership of any express or implied agreement, covenant, term or condition relating to the Series 3 Shares 16 Preferred LP Units to be performed or observed by the CorporationPartnership; (f) the extension of time for the payment by the Corporation Partnership of all or any portion of the Series 3 Share 16 Preferred LP Unit Obligations or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Series 3 Shares16 Preferred LP Units; (g) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Series 3 Shares16 Preferred LP Units, or any action on the part of the Corporation Partnership granting indulgence or extension of any kind; (h) subject to Section 4.1(b4.1(c), the recovery of any judgment against the CorporationPartnership, any voluntary or involuntary liquidation, dissolution, sale of any collateral, winding up, merger or amalgamation of the Corporation Partnership or a Guarantor, any sale or other disposition of all or substantially all of the assets of the CorporationPartnership, or any judicial or extrajudicial receivership, insolvency, bankruptcy, assignment for the benefit of, or proposal to, creditors, reorganization, moratorium, arrangement, composition with creditors, or readjustment of debt of, or other proceedings affecting the CorporationPartnership, a Guarantor or any of the assets of the Corporation Partnership or a Guarantor; (i) any circumstance, act or omission that would prevent subrogation operating in favour of a Guarantor; (j) any invalidity of, or defect or deficiency in, the Series 3 Shares 16 Preferred LP Units or this Guarantee; (k) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (l) any other circumstance, act or omission that might otherwise constitute a defence available to, or a discharge of, the Corporation Partnership in respect of any of the Series 3 Share 16 Preferred LP Unit Obligations, or a Guarantor in respect of any of the Series 3 Share 16 Preferred LP Unit Obligations (other than, and to the extent of, the payment or satisfaction thereof);, it being the intent of the Guarantors that their obligations in respect of the Series 16 Preferred LP Unit Obligations shall be absolute and unconditional under all circumstances and shall not be discharged except by payment in full of the Series 16 Preferred LP Unit Obligations. The Holders shall not be bound or obliged to exhaust their recourse against the Partnership or any other Persons or to take any other action before being entitled to demand payment from the Guarantors hereunder. There shall be no obligation of the Holders to give notice to, or obtain the consent of, any or all of the Guarantors with respect to the happening of any of the foregoing.

Guarantee Absolute. Each Guarantor guarantees that the Series 3 Share 8 Preferred LP Unit Obligations will be paid strictly in accordance with the terms of the Series 3 Shares 8 Preferred LP Units and this Guarantee within the time required by Section 2.1, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of the Holders with respect thereto. The liability of each Guarantor under this Guarantee shall be absolute and unconditional irrespective of: (a) any sale, transfer or assignment by any Holder of any Series 3 Shares 8 Preferred LP Units or any right, title, benefit or interest of such Holder therein or thereto; (b) any amendment or change in or to, or any waiver of, any of the terms of the Series 3 Shares8 Preferred LP Units; (c) any change in the name, objects, constitution, capacity, capital or the constating documents of a Guarantor; (d) any change in the name, objects, constitution, capacity, capital or the constating documents of the CorporationBREP; (e) any partial payment by the CorporationBREP, or any release or waiver, by operation of law or otherwise, of the performance or observance by the Corporation BREP of any express or implied agreement, covenant, term or condition relating to the Series 3 Shares 8 Preferred LP Units to be performed or observed by the CorporationBREP; (f) the extension of time for the payment by the Corporation BREP of all or any portion of the Series 3 Share 8 Preferred LP Unit Obligations or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Series 3 Shares8 Preferred LP Units; (g) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Series 3 Shares8 Preferred LP Units, or any action on the part of the Corporation BREP granting indulgence or extension of any kind; (h) subject to Section 4.1(b4.1(c), the recovery of any judgment against the CorporationBREP, any voluntary or involuntary liquidation, dissolution, sale of any collateral, winding up, merger or amalgamation of the Corporation BREP or a Guarantor, any sale or other disposition of all or substantially all of the assets of the CorporationBREP, or any judicial or extrajudicial receivership, insolvency, bankruptcy, assignment for the benefit of, or proposal to, creditors, reorganization, moratorium, arrangement, composition with creditors, or readjustment of debt of, or other proceedings affecting the CorporationBREP, a Guarantor or any of the assets of the Corporation BREP or a Guarantor; (i) any circumstance, act or omission that would prevent subrogation operating in favour of a Guarantor; (j) any invalidity of, or defect or deficiency in, the Series 3 Shares 8 Preferred LP Units or this Guarantee; (k) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (l) any other circumstance, act or omission that might otherwise constitute a defence available to, or a discharge of, the Corporation BREP in respect of any of the Series 3 Share 8 Preferred LP Unit Obligations, or a Guarantor in respect of any of the Series 3 Share 8 Preferred LP Unit Obligations (other than, and to the extent of, the payment or satisfaction thereof);, it being the intent of the Guarantors that their obligations in respect of the Series 8 Preferred LP Unit Obligations shall be absolute and unconditional under all circumstances and shall not be discharged except by payment in full of the Series 8 Preferred LP Unit Obligations. The Holders shall not be bound or obliged to exhaust their recourse against BREP or any other Persons or to take any other action before being entitled to demand payment from the Guarantors hereunder. There shall be no obligation of the Holders to give notice to, or obtain the consent of, any or all of the Guarantors with respect to the happening of any of the foregoing.

Guarantee Absolute. Each The Guarantor guarantees that the Series 3 Senior Preferred Share Obligations will be paid strictly in accordance with the terms of the Series 3 Senior Preferred Shares and this Guarantee within the time required by Section 2.1, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of the Holders with respect thereto. The liability of each the Guarantor under this Guarantee shall be absolute and unconditional irrespective of: (a) any sale, transfer or assignment by any Holder of any Series 3 Senior Preferred Shares or any right, title, benefit or interest of such Holder therein or thereto; (b) any amendment or change in or to, or any waiver of, any of the terms of the Series 3 any Senior Preferred Shares; (c) any change in the name, objects, constitution, capacity, capital or the constating documents of a the Guarantor; (d) any change in the name, objects, constitution, capacity, capital or the constating documents of the Corporation; (e) any partial payment by the Corporation, or any release or waiver, by operation of law or otherwise, of the performance or observance by the Corporation of any express or implied agreement, covenant, term or condition relating to the Series 3 any Senior Preferred Shares to be performed or observed by the Corporation; (f) the extension of time for the payment by the Corporation of all or any portion of the Series 3 Senior Preferred Share Obligations or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Series 3 any Senior Preferred Shares; (g) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Series 3 any Senior Preferred Shares, or any action on the part of the Corporation granting indulgence or extension of any kind; (h) subject to Section 4.1(b), the recovery of any judgment against the Corporation, any voluntary or involuntary liquidation, dissolution, sale of any collateral, winding up, merger or amalgamation of the Corporation or a the Guarantor, any sale or other disposition of all or substantially all of the assets of the Corporation, or any judicial or extrajudicial receivership, insolvency, bankruptcy, assignment for the benefit of, or proposal to, creditors, any reorganization, moratorium, arrangement, composition with creditors, or any readjustment of debt of, or other proceedings affecting the Corporation, a the Guarantor or any of the assets of the Corporation or a the Guarantor; (i) any circumstance, act or omission that would prevent subrogation operating in favour of a the Guarantor; (j) any invalidity of, or defect or deficiency in, the Series 3 Senior Preferred Shares or this Guarantee; (k) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (l) any other circumstance, act or omission that might otherwise constitute a defence available to, or a discharge of, the Corporation in respect of any of the Series 3 Share Obligations, or a Guarantor in respect of any of the Series 3 Senior Preferred Share Obligations (other than, and to the extent of, the payment or satisfaction thereof);; it being the intent of the Guarantor that its obligations in respect of the Senior Preferred Share Obligations shall be absolute and unconditional under all circumstances and shall not be discharged except by payment in full of the Senior Preferred Share Obligations. The Holders shall not be bound or obliged to exhaust their recourse against the Corporation or any other Persons or to take any other action before being entitled to demand payment from the Guarantor hereunder. There shall be no obligation of the Holders to give notice to, or obtain the consent of, the Guarantor with respect to the happening of any of the foregoing.

Guarantee Absolute. Each Guarantor guarantees that the Series 3 Share 18 Preferred LP Unit Obligations will be paid strictly in accordance with the terms of the Series 3 Shares 18 Preferred LP Units and this Guarantee within the time required by Section 2.1, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of the Holders with respect thereto. The liability of each Guarantor under this Guarantee shall be absolute and unconditional irrespective of: (a) any sale, transfer or assignment by any Holder of any Series 3 Shares 18 Preferred LP Units or any right, title, benefit or interest of such Holder therein or thereto; (b) any amendment or change in or to, or any waiver of, any of the terms of the Series 3 Shares18 Preferred LP Units; (c) any change in the name, objects, constitution, capacity, capital or the constating documents of a Guarantor; (d) any change in the name, objects, constitution, capacity, capital or the constating documents of the CorporationPartnership; (e) any partial payment by the CorporationPartnership, or any release or waiver, by operation of law or otherwise, of the performance or observance by the Corporation Partnership of any express or implied agreement, covenant, term or condition relating to the Series 3 Shares 18 Preferred LP Units to be performed or observed by the CorporationPartnership; (f) the extension of time for the payment by the Corporation Partnership of all or any portion of the Series 3 Share 18 Preferred LP Unit Obligations or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Series 3 Shares18 Preferred LP Units; (g) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Series 3 Shares18 Preferred LP Units, or any action on the part of the Corporation Partnership granting indulgence or extension of any kind; (h) subject to Section 4.1(b4.1(c), the recovery of any judgment against the CorporationPartnership, any voluntary or involuntary liquidation, dissolution, sale of any collateral, winding up, merger or amalgamation of the Corporation Partnership or a Guarantor, any sale or other disposition of all or substantially all of the assets of the CorporationPartnership, or any judicial or extrajudicial receivership, insolvency, bankruptcy, assignment for the benefit of, or proposal to, creditors, reorganization, moratorium, arrangement, composition with creditors, or readjustment of debt of, or other proceedings affecting the CorporationPartnership, a Guarantor or any of the assets of the Corporation Partnership or a Guarantor; (i) any circumstance, act or omission that would prevent subrogation operating in favour of a Guarantor; (j) any invalidity of, or defect or deficiency in, the Series 3 Shares 18 Preferred LP Units or this Guarantee; (k) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (l) any other circumstance, act or omission that might otherwise constitute a defence available to, or a discharge of, the Corporation Partnership in respect of any of the Series 3 Share 18 Preferred LP Unit Obligations, or a Guarantor in respect of any of the Series 3 Share 18 Preferred LP Unit Obligations (other than, and to the extent of, the payment or satisfaction thereof);, it being the intent of the Guarantors that their obligations in respect of the Series 18 Preferred LP Unit Obligations shall be absolute and unconditional under all circumstances and shall not be discharged except by payment in full of the Series 18 Preferred LP Unit Obligations. The Holders shall not be bound or obliged to exhaust their recourse against the Partnership or any other Persons or to take any other action before being entitled to demand payment from the Guarantors hereunder. There shall be no obligation of the Holders to give notice to, or obtain the consent of, any or all of the Guarantors with respect to the happening of any of the foregoing.

Guarantee Absolute. Each Guarantor guarantees that the Series 3 1 Share Obligations will be paid strictly in accordance with the terms of the Series 3 1 Shares and this Guarantee within the time required by Section 2.1, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of the Holders with respect thereto. The liability of each Guarantor under this Guarantee shall be absolute and unconditional irrespective of: (a) any sale, transfer or assignment by any Holder of any Series 3 1 Shares or any right, title, benefit or interest of such Holder therein or thereto; (b) any amendment or change in or to, or any waiver of, any of the terms of the Series 3 1 Shares; (c) any change in the name, objects, constitution, capacity, capital or the constating documents of a Guarantor; (d) any change in the name, objects, constitution, capacity, capital or the constating documents of the Corporation; (e) any partial payment by the Corporation, or any release or waiver, by operation of law or otherwise, of the performance or observance by the Corporation of any express or implied agreement, covenant, term or condition relating to the Series 3 1 Shares to be performed or observed by the Corporation; (f) the extension of time for the payment by the Corporation of all or any portion of the Series 3 1 Share Obligations or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Series 3 1 Shares; (g) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Series 3 1 Shares, or any action on the part of the Corporation granting indulgence or extension of any kind; (h) subject to Section 4.1(b), the recovery of any judgment against the Corporation, any voluntary or involuntary liquidation, dissolution, sale of any collateral, winding up, merger or amalgamation of the Corporation or a Guarantor, any sale or other disposition of all or substantially all of the assets of the Corporation, or any judicial or extrajudicial receivership, insolvency, bankruptcy, assignment for the benefit of, or proposal to, creditors, reorganization, moratorium, arrangement, composition with creditors, or readjustment of debt of, or other proceedings affecting the Corporation, a Guarantor or any of the assets of the Corporation or a Guarantor; (i) any circumstance, act or omission that would prevent subrogation operating in favour of a Guarantor; (j) any invalidity of, or defect or deficiency in, the Series 3 1 Shares or this Guarantee; (k) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (l) any other circumstance, act or omission that might otherwise constitute a defence available to, or a discharge of, the Corporation in respect of any of the Series 3 1 Share Obligations, or a Guarantor in respect of any of the Series 3 1 Share Obligations (other than, and to the extent of, the payment or satisfaction thereof);

Guarantee Absolute. Each Guarantor guarantees that the Series 3 Share 15 Preferred LP Unit Obligations will be paid strictly in accordance with the terms of the Series 3 Shares 15 Preferred LP Units and this Guarantee within the time required by Section 2.1, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of the Holders with respect thereto. The liability of each Guarantor under this Guarantee shall be absolute and unconditional irrespective of: (a) any sale, transfer or assignment by any Holder of any Series 3 Shares 15 Preferred LP Units or any right, title, benefit or interest of such Holder therein or thereto; (b) any amendment or change in or to, or any waiver of, any of the terms of the Series 3 Shares15 Preferred LP Units; (c) any change in the name, objects, constitution, capacity, capital or the constating documents of a Guarantor; (d) any change in the name, objects, constitution, capacity, capital or the constating documents of the CorporationPartnership; (e) any partial payment by the CorporationPartnership, or any release or waiver, by operation of law or otherwise, of the performance or observance by the Corporation Partnership of any express or implied agreement, covenant, term or condition relating to the Series 3 Shares 15 Preferred LP Units to be performed or observed by the CorporationPartnership; (f) the extension of time for the payment by the Corporation Partnership of all or any portion of the Series 3 Share 15 Preferred LP Unit Obligations or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Series 3 Shares15 Preferred LP Units; (g) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Series 3 Shares15 Preferred LP Units, or any action on the part of the Corporation Partnership granting indulgence or extension of any kind; (h) subject to Section 4.1(b4.1(c), the recovery of any judgment against the CorporationPartnership, any voluntary or involuntary liquidation, dissolution, sale of any collateral, winding up, merger or amalgamation of the Corporation Partnership or a Guarantor, any sale or other disposition of all or substantially all of the assets of the CorporationPartnership, or any judicial or extrajudicial receivership, insolvency, bankruptcy, assignment for the benefit of, or proposal to, creditors, reorganization, moratorium, arrangement, composition with creditors, or readjustment of debt of, or other proceedings affecting the CorporationPartnership, a Guarantor or any of the assets of the Corporation Partnership or a Guarantor; (i) any circumstance, act or omission that would prevent subrogation operating in favour of a Guarantor; (j) any invalidity of, or defect or deficiency in, the Series 3 Shares 15 Preferred LP Units or this Guarantee; (k) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (l) any other circumstance, act or omission that might otherwise constitute a defence available to, or a discharge of, the Corporation Partnership in respect of any of the Series 3 Share 15 Preferred LP Unit Obligations, or a Guarantor in respect of any of the Series 3 Share 15 Preferred LP Unit Obligations (other than, and to the extent of, the payment or satisfaction thereof);, it being the intent of the Guarantors that their obligations in respect of the Series 15 Preferred LP Unit Obligations shall be absolute and unconditional under all circumstances and shall not be discharged except by payment in full of the Series 15 Preferred LP Unit Obligations. The Holders shall not be bound or obliged to exhaust their recourse against the Partnership or any other Persons or to take any other action before being entitled to demand payment from the Guarantors hereunder. There shall be no obligation of the Holders to give notice to, or obtain the consent of, any or all of the Guarantors with respect to the happening of any of the foregoing.

Guarantee Absolute. Each Guarantor guarantees that the Series 3 Share 9 Preferred LP Unit Obligations will be paid strictly in accordance with the terms of the Series 3 Shares 9 Preferred LP Units and this Guarantee within the time required by Section 2.1, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of the Holders with respect thereto. The liability of each Guarantor under this Guarantee shall be absolute and unconditional irrespective of: (a) any sale, transfer or assignment by any Holder of any Series 3 Shares 9 Preferred LP Units or any right, title, benefit or interest of such Holder therein or thereto; (b) any amendment or change in or to, or any waiver of, any of the terms of the Series 3 Shares9 Preferred LP Units; (c) any change in the name, objects, constitution, capacity, capital or the constating documents of a Guarantor; (d) any change in the name, objects, constitution, capacity, capital or the constating documents of the CorporationPartnership; (e) any partial payment by the CorporationPartnership, or any release or waiver, by operation of law or otherwise, of the performance or observance by the Corporation Partnership of any express or implied agreement, covenant, term or condition relating to the Series 3 Shares 9 Preferred LP Units to be performed or observed by the CorporationPartnership; (f) the extension of time for the payment by the Corporation Partnership of all or any portion of the Series 3 Share 9 Preferred LP Unit Obligations or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Series 3 Shares9 Preferred LP Units; (g) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Series 3 Shares9 Preferred LP Units, or any action on the part of the Corporation Partnership granting indulgence or extension of any kind; (h) subject to Section 4.1(b4.1(c), the recovery of any judgment against the CorporationPartnership, any voluntary or involuntary liquidation, dissolution, sale of any collateral, winding up, merger or amalgamation of the Corporation Partnership or a Guarantor, any sale or other disposition of all or substantially all of the assets of the CorporationPartnership, or any judicial or extrajudicial receivership, insolvency, bankruptcy, assignment for the benefit of, or proposal to, creditors, reorganization, moratorium, arrangement, composition with creditors, or readjustment of debt of, or other proceedings affecting the CorporationPartnership, a Guarantor or any of the assets of the Corporation Partnership or a Guarantor; (i) any circumstance, act or omission that would prevent subrogation operating in favour of a Guarantor; (j) any invalidity of, or defect or deficiency in, the Series 3 Shares 9 Preferred LP Units or this Guarantee; (k) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (l) any other circumstance, act or omission that might otherwise constitute a defence available to, or a discharge of, the Corporation Partnership in respect of any of the Series 3 Share 9 Preferred LP Unit Obligations, or a Guarantor in respect of any of the Series 3 Share 9 Preferred LP Unit Obligations (other than, and to the extent of, the payment or satisfaction thereof);, it being the intent of the Guarantors that their obligations in respect of the Series 9 Preferred LP Unit Obligations shall be absolute and unconditional under all circumstances and shall not be discharged except by payment in full of the Series 9 Preferred LP Unit Obligations. The Holders shall not be bound or obliged to exhaust their recourse against the Partnership or any other Persons or to take any other action before being entitled to demand payment from the Guarantors hereunder. There shall be no obligation of the Holders to give notice to, or obtain the consent of, any or all of the Guarantors with respect to the happening of any of the foregoing.

Guarantee Absolute. Each Guarantor guarantees that the Series 3 Share 7 Preferred LP Unit Obligations will be paid strictly in accordance with the terms of the Series 3 Shares 7 Preferred LP Units and this Guarantee within the time required by Section 2.1, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of the Holders with respect thereto. The liability of each Guarantor under this Guarantee shall be absolute and unconditional irrespective of: (a) any sale, transfer or assignment by any Holder of any Series 3 Shares 7 Preferred LP Units or any right, title, benefit or interest of such Holder therein or thereto; (b) any amendment or change in or to, or any waiver of, any of the terms of the Series 3 Shares7 Preferred LP Units; (c) any change in the name, objects, constitution, capacity, capital or the constating documents of a Guarantor; (d) any change in the name, objects, constitution, capacity, capital or the constating documents of the CorporationBREP; (e) any partial payment by the CorporationBREP, or any release or waiver, by operation of law or otherwise, of the performance or observance by the Corporation BREP of any express or implied agreement, covenant, term or condition relating to the Series 3 Shares 7 Preferred LP Units to be performed or observed by the CorporationBREP; (f) the extension of time for the payment by the Corporation BREP of all or any portion of the Series 3 Share 7 Preferred LP Unit Obligations or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Series 3 Shares7 Preferred LP Units; (g) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Series 3 Shares7 Preferred LP Units, or any action on the part of the Corporation BREP granting indulgence or extension of any kind; (h) subject to Section 4.1(b4.1(c), the recovery of any judgment against the CorporationBREP, any voluntary or involuntary liquidation, dissolution, sale of any collateral, winding up, merger or amalgamation of the Corporation BREP or a Guarantor, any sale or other disposition of all or substantially all of the assets of the CorporationBREP, or any judicial or extrajudicial receivership, insolvency, bankruptcy, assignment for the benefit of, or proposal to, creditors, reorganization, moratorium, arrangement, composition with creditors, or readjustment of debt of, or other proceedings affecting the CorporationBREP, a Guarantor or any of the assets of the Corporation BREP or a Guarantor; (i) any circumstance, act or omission that would prevent subrogation operating in favour of a Guarantor; (j) any invalidity of, or defect or deficiency in, the Series 3 Shares 7 Preferred LP Units or this Guarantee; (k) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (l) any other circumstance, act or omission that might otherwise constitute a defence available to, or a discharge of, the Corporation BREP in respect of any of the Series 3 Share 7 Preferred LP Unit Obligations, or a Guarantor in respect of any of the Series 3 Share 7 Preferred LP Unit Obligations (other than, and to the extent of, the payment or satisfaction thereof);, it being the intent of the Guarantors that their obligations in respect of the Series 7 Preferred LP Unit Obligations shall be absolute and unconditional under all circumstances and shall not be discharged except by payment in full of the Series 7 Preferred LP Unit Obligations. The Holders shall not be bound or obliged to exhaust their recourse against BREP or any other Persons or to take any other action before being entitled to demand payment from the Guarantors hereunder. There shall be no obligation of the Holders to give notice to, or obtain the consent of, any or all of the Guarantors with respect to the happening of any of the foregoing.

Guarantee Absolute. Each Guarantor guarantees that the Series 3 6 Share Obligations will be paid strictly in accordance with the terms of the Series 3 6 Shares and this Guarantee within the time required by Section 2.1, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of the Holders with respect thereto. The liability of each Guarantor under this Guarantee shall be absolute and unconditional irrespective of: (a) any sale, transfer or assignment by any Holder of any Series 3 6 Shares or any right, title, benefit or interest of such Holder therein or thereto; (b) any amendment or change in or to, or any waiver of, any of the terms of the Series 3 6 Shares; (c) any change in the name, objects, constitution, capacity, capital or the constating documents of a Guarantor; (d) any change in the name, objects, constitution, capacity, capital or the constating documents of the Corporation; (e) any partial payment by the Corporation, or any release or waiver, by operation of law or otherwise, of the performance or observance by the Corporation of any express or implied agreement, covenant, term or condition relating to the Series 3 6 Shares to be performed or observed by the Corporation; (f) the extension of time for the payment by the Corporation of all or any portion of the Series 3 6 Share Obligations or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Series 3 6 Shares; (g) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Series 3 6 Shares, or any action on the part of the Corporation granting indulgence or extension of any kind; (h) subject to Section 4.1(b), the recovery of any judgment against the Corporation, any voluntary or involuntary liquidation, dissolution, sale of any collateral, winding up, merger or amalgamation of the Corporation or a Guarantor, any sale or other disposition of all or substantially all of the assets of the Corporation, or any judicial or extrajudicial receivership, insolvency, bankruptcy, assignment for the benefit of, or proposal to, creditors, reorganization, moratorium, arrangement, composition with creditors, or readjustment of debt of, or other proceedings affecting the Corporation, a Guarantor or any of the assets of the Corporation or a Guarantor; (i) any circumstance, act or omission that would prevent subrogation operating in favour of a Guarantor; (j) any invalidity of, or defect or deficiency in, the Series 3 6 Shares or this Guarantee; (k) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (l) any other circumstance, act or omission that might otherwise constitute a defence available to, or a discharge of, the Corporation in respect of any of the Series 3 6 Share Obligations, or a Guarantor in respect of any of the Series 3 6 Share Obligations (other than, and to the extent of, the payment or satisfaction thereof);

Guarantee Absolute. Each Guarantor guarantees that the Series 3 2 Share Obligations will be paid strictly in accordance with the terms of the Series 3 2 Shares and this Guarantee within the time required by Section 2.1, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of the Holders with respect thereto. The liability of each Guarantor under this Guarantee shall be absolute and unconditional irrespective of: (a) any sale, transfer or assignment by any Holder of any Series 3 2 Shares or any right, title, benefit or interest of such Holder therein or thereto; (b) any amendment or change in or to, or any waiver of, any of the terms of the Series 3 2 Shares; (c) any change in the name, objects, constitution, capacity, capital or the constating documents of a Guarantor; (d) any change in the name, objects, constitution, capacity, capital or the constating documents of the Corporation; (e) any partial payment by the Corporation, or any release or waiver, by operation of law or otherwise, of the performance or observance by the Corporation of any express or implied agreement, covenant, term or condition relating to the Series 3 2 Shares to be performed or observed by the Corporation; (f) the extension of time for the payment by the Corporation of all or any portion of the Series 3 2 Share Obligations or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Series 3 2 Shares; (g) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Series 3 2 Shares, or any action on the part of the Corporation granting indulgence or extension of any kind; (h) subject to Section 4.1(b), the recovery of any judgment against the Corporation, any voluntary or involuntary liquidation, dissolution, sale of any collateral, winding up, merger or amalgamation of the Corporation or a Guarantor, any sale or other disposition of all or substantially all of the assets of the Corporation, or any judicial or extrajudicial receivership, insolvency, bankruptcy, assignment for the benefit of, or proposal to, creditors, reorganization, moratorium, arrangement, composition with creditors, or readjustment of debt of, or other proceedings affecting the Corporation, a Guarantor or any of the assets of the Corporation or a Guarantor; (i) any circumstance, act or omission that would prevent subrogation operating in favour of a Guarantor; (j) any invalidity of, or defect or deficiency in, the Series 3 2 Shares or this Guarantee; (k) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (l) any other circumstance, act or omission that might otherwise constitute a defence available to, or a discharge of, the Corporation in respect of any of the Series 3 2 Share Obligations, or a Guarantor in respect of any of the Series 3 2 Share Obligations (other than, and to the extent of, the payment or satisfaction thereof);; it being the intent of the Guarantors that their obligations in respect of the Series 2 Share Obligations shall be absolute and unconditional under all circumstances and shall not be discharged except by payment in full of the Series 2 Share Obligations. The Holders shall not be bound or obliged to exhaust their recourse against the Corporation or any other Persons or to take any other action before being entitled to demand payment from the Guarantors hereunder. There shall be no obligation of the Holders to give notice to, or obtain the consent of, any or all of the Guarantors with respect to the happening of any of the foregoing.

Guarantee Absolute. Each The Guarantor guarantees that the Series 3 Share Note Obligations will be paid strictly in accordance with the terms of the Series 3 Shares Notes and this Guarantee within the time required by Section 2.1Sections 2.1 and 2.6, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of the Holders Noteholders with respect thereto. The liability of each the Guarantor under this Guarantee shall be absolute and unconditional irrespective of: (a) any sale, transfer or assignment by any Holder Noteholder of any Series 3 Shares Notes or any right, title, benefit or interest of such Holder Noteholder therein or thereto; (b) any amendment or change in or to, or any waiver of, any of the terms of the Series 3 SharesNotes or the Trust Indenture; (c) any change in the name, objects, constitution, capacity, capital or the constating documents of a the Guarantor; (d) any change in the name, objects, constitution, capacity, capital or the constating documents of the CorporationIssuer; (e) any partial payment by the CorporationIssuer, or any release or waiver, by operation of law or otherwise, of the performance or observance by the Corporation Issuer of any express or implied agreement, covenant, term or condition relating to the Series 3 Shares Notes to be performed or observed by the CorporationIssuer; (f) the extension of time for the payment by the Corporation Issuer of all or any portion of the Series 3 Share Note Obligations or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Series 3 SharesNotes; (g) any failure, omission, delay or lack of diligence on the part of the Holders Noteholders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders Noteholders pursuant to the terms of the Series 3 SharesNotes, or any action on the part of the Corporation Issuer granting indulgence or extension of any kind; (h) subject to Section 4.1(b), the recovery of any judgment against the CorporationIssuer, any voluntary or involuntary liquidation, dissolution, sale of any collateral, winding up, merger or amalgamation of the Corporation Issuer or a the Guarantor, as applicable, any sale or other disposition of all or substantially all of the assets of the CorporationIssuer or the Guarantor, as applicable, or any judicial or extrajudicial extra-judicial receivership, insolvency, bankruptcy, assignment for the benefit of, or proposal to, creditors, reorganization, moratorium, arrangement, composition with creditors, or readjustment of debt of, or other proceedings affecting the CorporationIssuer, a the Guarantor or any of the assets of the Corporation Issuer or a Guarantor, as applicable; (i) any circumstance, act or omission that would prevent subrogation operating in favour of a the Guarantor; (j) any invalidity of, or defect or deficiency in, the Series 3 Shares Notes or this Guarantee; (k) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (l) any other circumstance, act or omission that might otherwise constitute a defence available to, or a discharge of, the Corporation Issuer in respect of any of the Series 3 Share Note Obligations, or a the Guarantor in respect of any of the Series 3 Share Note Obligations (other than, and to the extent of, the payment or satisfaction thereof);, it being the intent of the Guarantor that its obligations in respect of the Note Obligations shall be absolute and unconditional under all circumstances and shall not be discharged except by payment in full of the Note Obligations or as otherwise set out herein. The Noteholders shall not be bound or obliged to exhaust their recourse against the Issuer or any other Persons or to take any other action before being entitled to demand payment from the Guarantor hereunder. There shall be no obligation of the Noteholders to give notice to, or obtain the consent of, the Guarantor with respect to the happening of any of the foregoing.

Guarantee Absolute. Each Guarantor guarantees that the Series 3 Share 13 Preferred LP Unit Obligations will be paid strictly in accordance with the terms of the Series 3 Shares 13 Preferred LP Units and this Guarantee within the time required by Section 2.1, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of the Holders with respect thereto. The liability of each Guarantor under this Guarantee shall be absolute and unconditional irrespective of: (a) any sale, transfer or assignment by any Holder of any Series 3 Shares 13 Preferred LP Units or any right, title, benefit or interest of such Holder therein or thereto; (b) any amendment or change in or to, or any waiver of, any of the terms of the Series 3 Shares13 Preferred LP Units; (c) any change in the name, objects, constitution, capacity, capital or the constating documents of a Guarantor; (d) any change in the name, objects, constitution, capacity, capital or the constating documents of the CorporationPartnership; (e) any partial payment by the CorporationPartnership, or any release or waiver, by operation of law or otherwise, of the performance or observance by the Corporation Partnership of any express or implied agreement, covenant, term or condition relating to the Series 3 Shares 13 Preferred LP Units to be performed or observed by the CorporationPartnership; (f) the extension of time for the payment by the Corporation Partnership of all or any portion of the Series 3 Share 13 Preferred LP Unit Obligations or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Series 3 Shares13 Preferred LP Units; (g) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Series 3 Shares13 Preferred LP Units, or any action on the part of the Corporation Partnership granting indulgence or extension of any kind; (h) subject to Section 4.1(b4.1(c), the recovery of any judgment against the CorporationPartnership, any voluntary or involuntary liquidation, dissolution, sale of any collateral, winding up, merger or amalgamation of the Corporation Partnership or a Guarantor, any sale or other disposition of all or substantially all of the assets of the CorporationPartnership, or any judicial or extrajudicial receivership, insolvency, bankruptcy, assignment for the benefit of, or proposal to, creditors, reorganization, moratorium, arrangement, composition with creditors, or readjustment of debt of, or other proceedings affecting the CorporationPartnership, a Guarantor or any of the assets of the Corporation Partnership or a Guarantor; (i) any circumstance, act or omission that would prevent subrogation operating in favour of a Guarantor; (j) any invalidity of, or defect or deficiency in, the Series 3 Shares 13 Preferred LP Units or this Guarantee; (k) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (l) any other circumstance, act or omission that might otherwise constitute a defence available to, or a discharge of, the Corporation Partnership in respect of any of the Series 3 Share 13 Preferred LP Unit Obligations, or a Guarantor in respect of any of the Series 3 Share 13 Preferred LP Unit Obligations (other than, and to the extent of, the payment or satisfaction thereof);, it being the intent of the Guarantors that their obligations in respect of the Series 13 Preferred LP Unit Obligations shall be absolute and unconditional under all circumstances and shall not be discharged except by payment in full of the Series 13 Preferred LP Unit Obligations. The Holders shall not be bound or obliged to exhaust their recourse against the Partnership or any other Persons or to take any other action before being entitled to demand payment from the Guarantors hereunder. There shall be no obligation of the Holders to give notice to, or obtain the consent of, any or all of the Guarantors with respect to the happening of any of the foregoing.

Guarantee Absolute. Each Guarantor guarantees that the Series 3 4 Share Obligations will be paid strictly in accordance with the terms of the Series 3 4 Shares and this Guarantee within the time required by Section 2.1, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of the Holders with respect thereto. The liability of each Guarantor under this Guarantee shall be absolute and unconditional irrespective of: (a) any sale, transfer or assignment by any Holder of any Series 3 4 Shares or any right, title, benefit or interest of such Holder therein or thereto; (b) any amendment or change in or to, or any waiver of, any of the terms of the Series 3 4 Shares; (c) any change in the name, objects, constitution, capacity, capital or the constating documents of a Guarantor; (d) any change in the name, objects, constitution, capacity, capital or the constating documents of the Corporation; (e) any partial payment by the Corporation, or any release or waiver, by operation of law or otherwise, of the performance or observance by the Corporation of any express or implied agreement, covenant, term or condition relating to the Series 3 4 Shares to be performed or observed by the Corporation; (f) the extension of time for the payment by the Corporation of all or any portion of the Series 3 4 Share Obligations or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Series 3 4 Shares; (g) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Series 3 4 Shares, or any action on the part of the Corporation granting indulgence or extension of any kind; (h) subject to Section 4.1(b), the recovery of any judgment against the Corporation, any voluntary or involuntary liquidation, dissolution, sale of any collateral, winding up, merger or amalgamation of the Corporation or a Guarantor, any sale or other disposition of all or substantially all of the assets of the Corporation, or any judicial or extrajudicial receivership, insolvency, bankruptcy, assignment for the benefit of, or proposal to, creditors, reorganization, moratorium, arrangement, composition with creditors, or readjustment of debt of, or other proceedings affecting the Corporation, a Guarantor or any of the assets of the Corporation or a Guarantor; (i) any circumstance, act or omission that would prevent subrogation operating in favour of a Guarantor; (j) any invalidity of, or defect or deficiency in, the Series 3 4 Shares or this Guarantee; (k) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (l) any other circumstance, act or omission that might otherwise constitute a defence available to, or a discharge of, the Corporation in respect of any of the Series 3 4 Share Obligations, or a Guarantor in respect of any of the Series 3 4 Share Obligations (other than, and to the extent of, the payment or satisfaction thereof);

Guarantee Absolute. Each Guarantor guarantees that the Series 3 Share 10 Preferred LP Unit Obligations will be paid strictly in accordance with the terms of the Series 3 Shares 10 Preferred LP Units and this Guarantee within the time required by Section 2.1, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of the Holders with respect thereto. The liability of each Guarantor under this Guarantee shall be absolute and unconditional irrespective of: (a) any sale, transfer or assignment by any Holder of any Series 3 Shares 10 Preferred LP Units or any right, title, benefit or interest of such Holder therein or thereto; (b) any amendment or change in or to, or any waiver of, any of the terms of the Series 3 Shares10 Preferred LP Units; (c) any change in the name, objects, constitution, capacity, capital or the constating documents of a Guarantor; (d) any change in the name, objects, constitution, capacity, capital or the constating documents of the CorporationPartnership; (e) any partial payment by the CorporationPartnership, or any release or waiver, by operation of law or otherwise, of the performance or observance by the Corporation Partnership of any express or implied agreement, covenant, term or condition relating to the Series 3 Shares 10 Preferred LP Units to be performed or observed by the CorporationPartnership; (f) the extension of time for the payment by the Corporation Partnership of all or any portion of the Series 3 Share 10 Preferred LP Unit Obligations or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Series 3 Shares10 Preferred LP Units; (g) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Series 3 Shares10 Preferred LP Units, or any action on the part of the Corporation Partnership granting indulgence or extension of any kind; (h) subject to Section 4.1(b4.1(c), the recovery of any judgment against the CorporationPartnership, any voluntary or involuntary liquidation, dissolution, sale of any collateral, winding up, merger or amalgamation of the Corporation Partnership or a Guarantor, any sale or other disposition of all or substantially all of the assets of the CorporationPartnership, or any judicial or extrajudicial receivership, insolvency, bankruptcy, assignment for the benefit of, or proposal to, creditors, reorganization, moratorium, arrangement, composition with creditors, or readjustment of debt of, or other proceedings affecting the CorporationPartnership, a Guarantor or any of the assets of the Corporation Partnership or a Guarantor; (i) any circumstance, act or omission that would prevent subrogation operating in favour of a Guarantor; (j) any invalidity of, or defect or deficiency in, the Series 3 Shares 10 Preferred LP Units or this Guarantee; (k) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (l) any other circumstance, act or omission that might otherwise constitute a defence available to, or a discharge of, the Corporation Partnership in respect of any of the Series 3 Share 10 Preferred LP Unit Obligations, or a Guarantor in respect of any of the Series 3 Share 10 Preferred LP Unit Obligations (other than, and to the extent of, the payment or satisfaction thereof);, it being the intent of the Guarantors that their obligations in respect of the Series 10 Preferred LP Unit Obligations shall be absolute and unconditional under all circumstances and shall not be discharged except by payment in full of the Series 10 Preferred LP Unit Obligations. The Holders shall not be bound or obliged to exhaust their recourse against the Partnership or any other Persons or to take any other action before being entitled to demand payment from the Guarantors hereunder. There shall be no obligation of the Holders to give notice to, or obtain the consent of, any or all of the Guarantors with respect to the happening of any of the foregoing.

Guarantee Absolute. Each Guarantor guarantees that the Series 3 Share 12 Preferred LP Unit Obligations will be paid strictly in accordance with the terms of the Series 3 Shares 12 Preferred LP Units and this Guarantee within the time required by Section 2.1, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of the Holders with respect thereto. The liability of each Guarantor under this Guarantee shall be absolute and unconditional irrespective of: (a) any sale, transfer or assignment by any Holder of any Series 3 Shares 12 Preferred LP Units or any right, title, benefit or interest of such Holder therein or thereto; (b) any amendment or change in or to, or any waiver of, any of the terms of the Series 3 Shares12 Preferred LP Units; (c) any change in the name, objects, constitution, capacity, capital or the constating documents of a Guarantor; (d) any change in the name, objects, constitution, capacity, capital or the constating documents of the CorporationPartnership; (e) any partial payment by the CorporationPartnership, or any release or waiver, by operation of law or otherwise, of the performance or observance by the Corporation Partnership of any express or implied agreement, covenant, term or condition relating to the Series 3 Shares 12 Preferred LP Units to be performed or observed by the CorporationPartnership; (f) the extension of time for the payment by the Corporation Partnership of all or any portion of the Series 3 Share 12 Preferred LP Unit Obligations or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Series 3 Shares12 Preferred LP Units; (g) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Series 3 Shares12 Preferred LP Units, or any action on the part of the Corporation Partnership granting indulgence or extension of any kind; (h) subject to Section 4.1(b4.1(c), the recovery of any judgment against the CorporationPartnership, any voluntary or involuntary liquidation, dissolution, sale of any collateral, winding up, merger or amalgamation of the Corporation Partnership or a Guarantor, any sale or other disposition of all or substantially all of the assets of the CorporationPartnership, or any judicial or extrajudicial receivership, insolvency, bankruptcy, assignment for the benefit of, or proposal to, creditors, reorganization, moratorium, arrangement, composition with creditors, or readjustment of debt of, or other proceedings affecting the CorporationPartnership, a Guarantor or any of the assets of the Corporation Partnership or a Guarantor; (i) any circumstance, act or omission that would prevent subrogation operating in favour of a Guarantor; (j) any invalidity of, or defect or deficiency in, the Series 3 Shares 12 Preferred LP Units or this Guarantee; (k) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (l) any other circumstance, act or omission that might otherwise constitute a defence available to, or a discharge of, the Corporation Partnership in respect of any of the Series 3 Share 12 Preferred LP Unit Obligations, or a Guarantor in respect of any of the Series 3 Share 12 Preferred LP Unit Obligations (other than, and to the extent of, the payment or satisfaction thereof);,

Guarantee Absolute. Each Guarantor guarantees that the Series 3 Share 5 Preferred LP Unit Obligations will be paid strictly in accordance with the terms of the Series 3 Shares 5 Preferred LP Units and this Guarantee within the time required by Section 2.1, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of the Holders with respect thereto. The liability of each Guarantor under this Guarantee shall be absolute and unconditional irrespective of: (a) any sale, transfer or assignment by any Holder of any Series 3 Shares 5 Preferred LP Units or any right, title, benefit or interest of such Holder therein or thereto; (b) any amendment or change in or to, or any waiver of, any of the terms of the Series 3 Shares5 Preferred LP Units; (c) any change in the name, objects, constitution, capacity, capital or the constating documents of a Guarantor; (d) any change in the name, objects, constitution, capacity, capital or the constating documents of the CorporationBREP; (e) any partial payment by the CorporationBREP, or any release or waiver, by operation of law or otherwise, of the performance or observance by the Corporation BREP of any express or implied agreement, covenant, term or condition relating to the Series 3 Shares 5 Preferred LP Units to be performed or observed by the CorporationBREP; (f) the extension of time for the payment by the Corporation BREP of all or any portion of the Series 3 Share 5 Preferred LP Unit Obligations or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Series 3 Shares5 Preferred LP Units; (g) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Series 3 Shares5 Preferred LP Units, or any action on the part of the Corporation BREP granting indulgence or extension of any kind; (h) subject to Section 4.1(b4.1(c), the recovery of any judgment against the CorporationBREP, any voluntary or involuntary liquidation, dissolution, sale of any collateral, winding up, merger or amalgamation of the Corporation BREP or a Guarantor, any sale or other disposition of all or substantially all of the assets of the CorporationBREP, or any judicial or extrajudicial receivership, insolvency, bankruptcy, assignment for the benefit of, or proposal to, creditors, reorganization, moratorium, arrangement, composition with creditors, or readjustment of debt of, or other proceedings affecting the CorporationBREP, a Guarantor or any of the assets of the Corporation BREP or a Guarantor; (i) any circumstance, act or omission that would prevent subrogation operating in favour of a Guarantor; (j) any invalidity of, or defect or deficiency in, the Series 3 Shares 5 Preferred LP Units or this Guarantee; (k) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (l) any other circumstance, act or omission that might otherwise constitute a defence available to, or a discharge of, the Corporation BREP in respect of any of the Series 3 Share 5 Preferred LP Unit Obligations, or a Guarantor in respect of any of the Series 3 Share 5 Preferred LP Unit Obligations (other than, and to the extent of, the payment or satisfaction thereof);, it being the intent of the Guarantors that their obligations in respect of the Series 5 Preferred LP Unit Obligations shall be absolute and unconditional under all circumstances and shall not be discharged except by payment in full of the Series 5 Preferred LP Unit Obligations. The Holders shall not be bound or obliged to exhaust their recourse against BREP or any other Persons or to take any other action before being entitled to demand payment from the Guarantors hereunder. There shall be no obligation of the Holders to give notice to, or obtain the consent of, any or all of the Guarantors with respect to the happening of any of the foregoing.

Guarantee Absolute. Each Guarantor guarantees that the Series 3 5 Share Obligations will be paid strictly in accordance with the terms of the Series 3 5 Shares and this Guarantee within the time required by Section 2.1, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of the Holders with respect thereto. The liability of each Guarantor under this Guarantee shall be absolute and unconditional irrespective of: (a) any sale, transfer or assignment by any Holder of any Series 3 5 Shares or any right, title, benefit or interest of such Holder therein or thereto; (b) any amendment or change in or to, or any waiver of, any of the terms of the Series 3 5 Shares; (c) any change in the name, objects, constitution, capacity, capital or the constating documents of a Guarantor; (d) any change in the name, objects, constitution, capacity, capital or the constating documents of the Corporation; (e) any partial payment by the Corporation, or any release or waiver, by operation of law or otherwise, of the performance or observance by the Corporation of any express or implied agreement, covenant, term or condition relating to the Series 3 5 Shares to be performed or observed by the Corporation; (f) the extension of time for the payment by the Corporation of all or any portion of the Series 3 5 Share Obligations or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Series 3 5 Shares; (g) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Series 3 5 Shares, or any action on the part of the Corporation granting indulgence or extension of any kind; (h) subject to Section 4.1(b), the recovery of any judgment against the Corporation, any voluntary or involuntary liquidation, dissolution, sale of any collateral, winding up, merger or amalgamation of the Corporation or a Guarantor, any sale or other disposition of all or substantially all of the assets of the Corporation, or any judicial or extrajudicial receivership, insolvency, bankruptcy, assignment for the benefit of, or proposal to, creditors, reorganization, moratorium, arrangement, composition with creditors, or readjustment of debt of, or other proceedings affecting the Corporation, a Guarantor or any of the assets of the Corporation or a Guarantor; (i) any circumstance, act or omission that would prevent subrogation operating in favour of a Guarantor; (j) any invalidity of, or defect or deficiency in, the Series 3 5 Shares or this Guarantee; (k) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or (l) any other circumstance, act or omission that might otherwise constitute a defence available to, or a discharge of, the Corporation in respect of any of the Series 3 5 Share Obligations, or a Guarantor in respect of any of the Series 3 5 Share Obligations (other than, and to the extent of, the payment or satisfaction thereof);; it being the intent of the Guarantors that their obligations in respect of the Series 5 Share Obligations shall be absolute and unconditional under all circumstances and shall not be discharged except by payment in full of the Series 5 Share Obligations. The Holders shall not be bound or obliged to exhaust their recourse against the Corporation or any other Persons or to take any other action before being entitled to demand payment from the Guarantors hereunder. There shall be no obligation of the Holders to give notice to, or obtain the consent of, any or all of the Guarantors with respect to the happening of any of the foregoing.