Common use of Guarantee Absolute Clause in Contracts

Guarantee Absolute. (1) The liability of the Guarantor hereunder shall be absolute and unconditional and shall not be released, discharged, diminished, limited or in any way affected by any matter, act, failure to act, or circumstance whatsoever, including without limitation: (a) any lack of enforceability of any agreement between any Creditor and any Debtor or any document provided by any Debtor to any Creditor; (b) any failure on the part of any Debtor to carry out any rights or obligations under any agreement or document; (c) any change in the name, objects, powers, organization, share capital, constating documents, business, shareholders, directors or management of any Debtor; (d) any amalgamation, merger or consolidation of any Debtor into or with any other person or entity, or any sale, lease or transfer of all or any of the assets of any Debtor to any other person or entity; (e) any lack or limitation of power, incapacity or disability on the part of any Debtor or any of its directors, officers, shareholders, partners, employees or agents, or any other irregularity, defect or informality, or any fraud, on the part of any Debtor or any of its directors, officers, shareholders, employees or agents with respect to any or all of the Liabilities; (f) any impossibility, impracticability, frustration of purpose, illegality, force majeure or act of government or governmental authority; (g) the insolvency, bankruptcy, reorganization, winding-up or financial condition of any Debtor or any other person at any time; (h) any loss of or in respect of any security held by or on behalf of any Creditor, whether occasioned through the fault of a Creditor or otherwise; (i) any law, regulation, limitation period or other matter or circumstance which might otherwise constitute a defence available to, or a discharge of, a Debtor with respect to any or all of the Liabilities; (j) any loss or impairment of any right of the Guarantor to subrogation, reimbursement or contribution, whether or not as a result of any action taken or omitted to be taken by any Creditor; and (k) anything done, omitted to be done, suffered or permitted by any Creditor in connection with all or any of the Liabilities or otherwise or in connection with any security held by or on behalf of any Creditor (whether relating to the Liabilities or otherwise), or which might otherwise operate to release, discharge, diminish or limit in any way the liability of, or otherwise provide a defence to, a guarantor or surety. (2) The Creditors may, with respect to all or any of the Liabilities and without releasing, discharging, limiting or otherwise affecting in whole or in part the Guarantor's liability hereunder: (a) amend, alter or vary any of their agreements with any of the Debtors or any other person; (b) grant time, renewals, extensions, indulgences, releases and discharges to any Debtor or any other person; (c) increase or reduce the rate of interest on all or any of the Liabilities; (d) alter, compromise, accelerate, extend or change the time or manner for payment by any Debtor of, or by any other person or persons liable to the Creditors in respect of any or all of the Liabilities; (e) take or abstain from taking security from any Debtor or any other person or from completing or perfecting any security taken; (f) release or add one or more guarantors or sureties, accept additional or substituted security, or release or subordinate any security; (g) accept compromises from any Debtor or any other person; (h) apply all money at any time received from any Debtor or from any person other than the Guarantor or from any security upon such part of the Liabilities as the Creditors may see fit, and change any such application from time to time in their discretion, or keep such money in a separate account for such period as the Creditors may determine without application to the Liabilities; and (i) otherwise deal with the Debtors, the Guarantor and all other persons and security as the Creditors may determine. The Creditors may apply all money at any time received from the Guarantor hereunder upon such part of the Liabilities as the Creditors may see fit, and may change any such application from time to time in their discretion.

Guarantee Absolute. (1) The liability of the Guarantor hereunder shall be absolute and unconditional and shall not be releasedaffected by: any lack of validity or enforceability of any agreements or mortgages between the Lender and the Borrower, dischargedincluding without limitation any of the Loan Documents, diminishedor any change in the time, limited manner or place of payment of or in any way affected by any matter, act, failure to act, other term of such agreements or circumstance whatsoever, including without limitation: (a) any lack of enforceability of any agreement between any Creditor and any Debtor mortgages or any document provided by any Debtor to any Creditor; (b) any the failure on the part of any Debtor the Borrower to carry out any rights or of its obligations under any agreement such agreements or documentmortgages; (c) any change in the name, objects, powers, organization, share capital, constating documents, business, shareholders, directors or management of any Debtor; (d) any amalgamation, merger or consolidation of any Debtor into or with any other person or entity, or any sale, lease or transfer of all or any of the assets of any Debtor to any other person or entity; (e) any lack or limitation of power, incapacity or disability on the part of any Debtor or any of its directors, officers, shareholders, partners, employees or agents, or any other irregularity, defect or informality, or any fraud, on the part of any Debtor or any of its directors, officers, shareholders, employees or agents with respect to any or all of the Liabilities; (f) any impossibility, impracticability, frustration of purpose, illegality, force majeure or act of government government; or governmental authority; (g) the insolvency, bankruptcy, reorganization, winding-up up, liquidation, dissolution or financial condition insolvency of the Borrower or any Debtor party to any agreement to which the Lender is a party; or any lack or limitation of power, incapacity authority, or disability on the part of the Borrower or the Lender or of the directors, partners or agents thereof or any other person at irregularity, defect or informality on the part of the Borrower in its obligations to the Lender; or any time; (h) any loss of or in respect of any security held by or on behalf of any Creditor, whether occasioned through the fault of a Creditor or otherwise; (i) any other law, regulation, limitation period regulation or other matter or circumstance which might otherwise constitute a defence available to, or a discharge of, a Debtor with respect to any or all of the Liabilities; (j) any loss or impairment of any right of the Guarantor to subrogation, reimbursement or contribution, whether or not as a result of any action taken or omitted to be taken by any Creditor; and (k) anything done, omitted to be done, suffered or permitted by any Creditor in connection with all or any of the Liabilities or otherwise or in connection with any security held by or on behalf of any Creditor (whether relating to the Liabilities or otherwise), or which might otherwise operate to release, discharge, diminish or limit in any way the liability of, or otherwise provide a defence to, a guarantor or surety. (2) The Creditors may, with respect to all or any of the Liabilities and without releasing, discharging, limiting or otherwise affecting in whole or in part the Guarantor's liability hereunder: (a) amend, alter or vary any of their agreements with any of the Debtors or any other person; (b) grant time, renewals, extensions, indulgences, releases and discharges to any Debtor or any other person; (c) increase or reduce the rate of interest on all or any of the Liabilities; (d) alter, compromise, accelerate, extend or change the time or manner for payment by any Debtor of, or by any other person or persons liable to the Creditors Borrower in respect of any or all of the LiabilitiesObligations; (e) take or abstain from taking security from any Debtor or any extension, other person indulgence, renewal, settlement, discharge, compromise, waiver, subordination or from completing release in respect of any Obligation, security, person, firm or perfecting corporation or otherwise, including any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release of any of the Obligations, covenants or undertakings of the Borrower under the Loan Documents; or any modification or amendment of or supplement to the Obligations; or any loss of or in respect of any security taken; (f) release held by the Lender, whether occasioned by the fault of the Lender or add one otherwise, including any release, non‑perfection or more guarantors or sureties, accept additional or substituted security, or release or subordinate invalidity of any such security; (g) accept compromises from or any Debtor change in the existence, structure, constitution, name, control or ownership of the Borrower or any other person; (h) apply all money or the existence of any set‑off, counterclaim, claim or other right which the Guarantor or the Borrower may have at any time received against the Lender or any other person, whether in connection with the Loan Documents, this Guarantee or any unrelated transaction; or any limitation, prohibition or other restriction on the right of the Lender to payment of the Obligations; or any release, substitution or addition of any other guarantor of the Obligations; or any defence arising by reason of any failure of the Lender to make any presentment, demand, or protest or to give any other notice, including notice of all of the following: acceptance of this Guarantee, partial payment or non‑payment of all or any part of the Obligations and the existence, creation, or incurring of new or additional Obligations; or any defence arising by reason of any failure of the Lender to proceed against the Borrower or any other person, or to apply or exhaust any security held from the Borrower or any Debtor other person for the Obligations, to proceed against, apply or exhaust any security held from any person other than the Guarantor or any other person, or to pursue any other remedy available to the Lender; or any defence arising by reason of the failure by the Lender to obtain, register, perfect or maintain a security interest in or upon any property of the Borrower or any other person, or by reason of any interest of the Lender in any property, whether as owner thereof or as holder of a Security Interest therein or thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment of any right or recourse to collateral; or any defence arising by reason of the failure of the Lender to marshal assets; or to the extent permitted under applicable law, any defence based upon any failure of the Lender to give to the Borrower or the Guarantor notice of any sale or other disposition of any property securing any or all of the Obligations or any other guarantee thereof, or any notice that may be given in connection with any sale or other disposition of any such property; or any other law, event or circumstance or any other act or failure to act or delay of any kind by the Borrower, the Lender or any other person, which might, but for the provisions of this Section, constitute a legal or equitable defence to or discharge, limitation or reduction of the Guarantor’s obligations hereunder, other than as a result of the payment or extinguishment in full of the Obligations. The foregoing provisions apply and the foregoing waivers, to the extent permitted under applicable law, shall be effective even if the effect of any action or failure to take action by the Lender is to destroy or diminish the Guarantor’s subrogation rights, the Guarantor’s right to proceed against the Borrower for reimbursement, the Guarantor’s right to recover contribution from any security upon such part other guarantor or any other right or remedy of the Liabilities as the Creditors may see fit, and change any such application from time to time in their discretion, or keep such money in a separate account for such period as the Creditors may determine without application to the Liabilities; and (i) otherwise deal with the Debtors, the Guarantor and all other persons and security as the Creditors may determineGuarantor. The Creditors may apply all money at any time received from liability of the Guarantor hereunder upon such part shall be for the full amount of the Liabilities Obligations without apportionment, limitation or restriction of any kind. If more than one Person is named as or otherwise becomes liable for or assumes the Creditors may see fitobligations and liabilities of the Guarantor hereunder, then the obligations and may change any liabilities of all such application from time to time in their discretionPersons shall be joint and several.

Guarantee Absolute. (1) The liability Without limiting the generality of Section 3, the Guarantor hereunder Liabilities shall be absolute remain fully effective and unconditional enforceable against the Guarantor and shall not be released, exonerated, discharged, diminished, subjected to defence, limited or in any way affected by, and the rights and remedies of the Creditor under this Agreement shall not in any way be diminished or prejudiced by, and the Guarantor hereby consents or waives, as applicable, to the fullest extent permitted by any matter, act, failure to act, or circumstance whatsoever, including without limitation: applicable Law: (a) any lack of genuineness, legality, validity or enforceability of any of the Debtor Liabilities or of any agreement or arrangement between any Creditor and any Debtor the Debtor, or any document provided by any Debtor to any other Person, and the Creditor; (b) , or any failure on by the part of Debtor, or any Debtor other Person, to carry out any rights or of its obligations under any such agreement or document; arrangement; (cb) any change in the existence, name, objects, business, powers, organization, share capital, constating documentsOrganizational Documents, businessownership, shareholderscontrol, directors or management of the Debtor, the Guarantor or any Surety, the reorganization of the Debtor; (d) , the Guarantor or any amalgamationSurety, any amalgamation or merger by the Debtor, the Guarantor or consolidation of any Debtor into or Surety with any other person Person or entityPersons, or any salecontinuation of the Debtor, lease or transfer of all the Guarantor, or any of Surety under the assets laws of any Debtor to any other person or entity; jurisdiction; (ec) any lack or limitation of power, incapacity or disability on of the part of any Debtor Debtor, the Guarantor or any Surety or of its the directors, officers, shareholders, partnersmanagers, employees or agentsagents of the Debtor, the Guarantor or any Surety or any other irregularity, defect or informality, or any fraud, on by the part of Debtor, the Guarantor or any Debtor Surety or any of its their respective directors, officers, shareholdersmanagers, employees or agents agents, with respect to any or all of the Debtor Liabilities; , any or all of the Guarantor Liabilities or any or all of the liabilities and obligations of any Surety; (fd) any non-compliance with or contravention by the Guarantor of any provision of any corporate statute applicable to the Guarantor relative to guarantees or other financial assistance given by the Guarantor; (e) any impossibility, impracticability, frustration of purpose, illegality, force majeure or act of government Governmental Authority with respect to the performance of any of the Debtor Liabilities or governmental authority; Guarantor Liabilities; (gf) any Insolvency Proceeding affecting, or the insolvency, bankruptcy, reorganization, winding-up or financial condition of of, the Debtor, the Guarantor, any Debtor Surety, the Creditor or any other person Person at any time; ; (h) any loss of or in respect of any security held by or on behalf of any Creditor, whether occasioned through the fault of a Creditor or otherwise; (ig) any law, regulation, limitation or prescription period or other matter or circumstance which that might otherwise constitute be a defence available to, or a discharge of, a Debtor with the Debtor, the Guarantor or any Surety in respect to of any or all of the Debtor Liabilities; , any or all of the Guarantor Liabilities or any or all of the liabilities and obligations of any Surety; (jh) any loss of, or in respect of, any Security by or on behalf of the Creditor from the Debtor, the Guarantor, any Surety or any other Person, whether occasioned through the fault of the Creditor or otherwise; (i) any loss or impairment of any right of the Guarantor to for subrogation, reimbursement or contribution, whether or not as a result of any action taken or omitted to be taken by any the Creditor; or (j) any other matter, act, omission, circumstance, development or thing of any and every nature, kind and description whatsoever, whether similar or dissimilar to the foregoing (k) anything done, omitted to be done, suffered or permitted by any Creditor other than the due payment and performance in connection with all or any full of the Debtor Liabilities or otherwise or and the Guarantor Liabilities) that might in connection with any security held by or on behalf manner (but for the operation of any Creditor this Section) operate (whether relating to the Liabilities by statute, at law, in equity or otherwise), or which might otherwise operate ) to release, discharge, diminish diminish, limit, restrict or limit in any way affect the liability of, or otherwise provide a defence to, a guarantor or guarantor, a surety. (2) The Creditors may, with respect to all or any of the Liabilities and without releasing, discharging, limiting or otherwise affecting in whole or in part the Guarantor's liability hereunder: (a) amend, alter or vary any of their agreements with any of the Debtors or any other person; (b) grant time, renewals, extensions, indulgences, releases and discharges to any Debtor or any other person; (c) increase or reduce the rate of interest on all or any of the Liabilities; (d) alter, compromise, accelerate, extend or change the time or manner for payment by any Debtor of, or a principal debtor, even if known by any other person or persons liable to the Creditors in respect of any or all of the Liabilities; (e) take or abstain from taking security from any Debtor or any other person or from completing or perfecting any security taken; (f) release or add one or more guarantors or sureties, accept additional or substituted security, or release or subordinate any security; (g) accept compromises from any Debtor or any other person; (h) apply all money at any time received from any Debtor or from any person other than the Guarantor or from any security upon such part of the Liabilities as the Creditors may see fit, and change any such application from time to time in their discretion, or keep such money in a separate account for such period as the Creditors may determine without application to the Liabilities; and (i) otherwise deal with the Debtors, the Guarantor and all other persons and security as the Creditors may determine. The Creditors may apply all money at any time received from the Guarantor hereunder upon such part of the Liabilities as the Creditors may see fit, and may change any such application from time to time in their discretionCreditor.

Guarantee Absolute. (1) The liability of the Guarantor hereunder shall be absolute and unconditional and shall not be released, discharged, diminished, limited or in any way affected by any matter, act, failure to act, or circumstance whatsoever, including without limitation: (a) any lack of enforceability of any agreement between any Creditor and any Debtor or any document provided by any Debtor to any Creditor; (b) any failure on the part of any Debtor to carry out any rights or obligations under any agreement or document; (c) any change in the name, objects, powers, organization, share capital, constating documents, business, shareholders, directors or management of any Debtor; (d) any amalgamation, merger or consolidation of any Debtor into or with any other person or entity, or any sale, lease or transfer of all or any of the assets of any Debtor to any other person or entity; (e) any lack or limitation of power, incapacity or disability on the part of any Debtor or any of its directors, officers, shareholders, partners, employees or agents, or any other irregularity, defect or informality, or any fraud, on the part of any Debtor or any of its directors, officers, shareholders, employees or agents with respect to any or all of the Liabilities; (f) any impossibility, impracticability, frustration of purpose, illegality, force majeure or act of government or governmental authority; (g) the insolvency, bankruptcy, reorganization, winding-winding- up or financial condition of any Debtor or any other person at any time; (h) any loss of or in respect of any security held by or on behalf of any Creditor, whether occasioned through the fault of a Creditor or otherwise; (i) any law, regulation, limitation period or other matter or circumstance which might otherwise constitute a defence available to, or a discharge of, a Debtor with respect to any or all of the Liabilities; (j) any loss or impairment of any right of the Guarantor to subrogation, reimbursement or contribution, whether or not as a result of any action taken or omitted to be taken by any Creditor; and (k) anything done, omitted to be done, suffered or permitted by any Creditor in connection with all or any of the Liabilities or otherwise or in connection with any security held by or on behalf of any Creditor (whether relating to the Liabilities or otherwise), or which might otherwise operate to release, discharge, diminish or limit in any way the liability of, or otherwise provide a defence to, a guarantor or surety. (2) The Creditors may, with respect to all or any of the Liabilities and without releasing, discharging, limiting or otherwise affecting in whole whole’ or in part the Guarantor's ’s liability hereunder: (a) amend, alter or vary any of their agreements with any of the Debtors or any other person; (b) grant time, renewals, extensions, indulgences, releases and discharges to any Debtor or any other person; (c) increase or reduce the rate of interest on all or any of the Liabilities; (d) alter, compromise, accelerate, extend or change the time or manner for payment by any Debtor of, or by any other person or persons liable to the Creditors in respect of any or all of the Liabilities; (e) take or abstain from taking security from any Debtor or any other person or from completing or perfecting any security taken; (f) release or add one or more guarantors or sureties, accept additional or substituted security, or release or subordinate any security; (g) accept compromises from any Debtor or any other person; (h) apply all money at any time received from any Debtor or from any person other than the Guarantor or from any security upon such part of the Liabilities as the Creditors may see fit, and change any such application from time to time in their discretion, or keep such money in a separate account for such period as the Creditors may determine without application to the Liabilities; and (i) otherwise deal with the Debtors, the Guarantor and all other persons and security as the Creditors may determine. The Creditors may apply all money at any time received from the Guarantor hereunder upon such part of the Liabilities as the Creditors may see fit, and may change any such application from time to time in their discretion.

Guarantee Absolute. (1) The liability Without limiting the generality of Section 5, the Guarantor hereunder Liabilities shall be absolute remain fully effective and unconditional enforceable against the Guarantor and shall not be released, exonerated, discharged, diminished, subjected to defence, limited or in any way affected by, and the rights and remedies of the Administrative Agent under this Agreement shall not in any way be diminished or prejudiced by, and the Guarantor hereby consents or waives, as applicable, to the fullest extent permitted by any matter, act, failure to act, or circumstance whatsoever, including without limitationapplicable Law: (a) any lack of genuineness, legality, validity or enforceability of any of the Borrower Liabilities or of any agreement or arrangement between any Creditor and any Debtor the Borrower, or any document provided by any Debtor to any Creditor; (b) other Person, and the Administrative Agent, or any failure on by the part of Borrower, or any Debtor other Person, to carry out any rights or of its obligations under any such agreement or documentarrangement; (c) any change in the existence, name, objects, business, powers, organization, share capital, constating documentsOrganizational Documents, businessownership, shareholdersControl, directors or management of the Borrower, the Guarantor or any Debtor; (d) Surety, the reorganization of the Borrower, the Guarantor or any amalgamationSurety, any amalgamation or merger by the Borrower, the Guarantor or consolidation of any Debtor into or Surety with any other person Person or entityPersons, or any salecontinuation of the Borrower, lease or transfer of all the Guarantor, or any of Surety under the assets laws of any Debtor to any other person or entityjurisdiction; (e) any lack or limitation of power, incapacity or disability on of the part of any Debtor Borrower, the Guarantor or any Surety or of its the directors, officers, shareholders, partnersmanagers, employees or agentsagents of the Borrower, the Guarantor or any Surety, as applicable, or any other irregularity, defect or informality, or any fraud, on by the part of Borrower, the Guarantor or any Debtor Surety or any of its their respective directors, officers, shareholdersmanagers, employees or agents agents, with respect to any or all of the Borrower Liabilities, any or all of the Guarantor Liabilities or any or all of the liabilities and obligations of any Surety; (f) any non-compliance with or contravention by the Guarantor of any provision of any corporate statute applicable to the Guarantor relative to guarantees or other financial assistance given by the Guarantor; any impossibility, impracticability, frustration of purpose, illegality, force majeure or act of government Governmental Authority with respect to the performance of any of the Borrower Liabilities or governmental authorityGuarantor Liabilities; (g) any Insolvency Proceeding affecting, or the insolvency, bankruptcy, reorganization, winding-up or financial condition of of, the Borrower, the Guarantor, any Debtor Surety, the Administrative Agent, the Lender or any other person Person at any time; (h) any loss of or in respect of any security held by or on behalf of any Creditor, whether occasioned through the fault of a Creditor or otherwise; (i) any law, regulation, limitation or prescription period or other matter or circumstance which that might otherwise constitute be a defence available to, or a discharge of, a Debtor with the Borrower, the Guarantor or any Surety in respect to of any or all of the Borrower Liabilities, any or all of the Guarantor Liabilities or any or all of the liabilities and obligations of any Surety; (j) any loss of, or in respect of, any Security by or on behalf of the Administrative Agent from the Borrower, the Guarantor, any Surety or any other Person, whether occasioned through the fault of the Administrative Agent or otherwise; any loss or impairment of any right of the Guarantor to for subrogation, reimbursement or contribution, whether or not as a result of any action taken or omitted to be taken by any Creditorthe Administrative Agent; and (k) anything done, omitted to be done, suffered or permitted by any Creditor in connection with all or any other matter, act, omission, circumstance, development or thing of any and every nature, kind and description whatsoever, whether similar or dissimilar to the foregoing (other than the due payment and performance in full of the Borrower Liabilities or otherwise or and the Guarantor Liabilities) that might in connection with any security held by or on behalf manner (but for the operation of any Creditor this Section) operate (whether relating to the Liabilities by statute, at law, in equity or otherwise), or which might otherwise operate ) to release, discharge, diminish diminish, limit, restrict or limit in any way affect the liability of, or otherwise provide a defence to, a guarantor or guarantor, a surety. (2) The Creditors may, with respect to all or any of the Liabilities and without releasing, discharging, limiting or otherwise affecting in whole or in part the Guarantor's liability hereunder: (a) amend, alter or vary any of their agreements with any of the Debtors or any other person; (b) grant time, renewals, extensions, indulgences, releases and discharges to any Debtor or any other person; (c) increase or reduce the rate of interest on all or any of the Liabilities; (d) alter, compromise, accelerate, extend or change the time or manner for payment by any Debtor of, or a principal debtor, even if known by any other person or persons liable to the Creditors in respect of any or all of the Liabilities; (e) take or abstain from taking security from any Debtor or any other person or from completing or perfecting any security taken; (f) release or add one or more guarantors or sureties, accept additional or substituted security, or release or subordinate any security; (g) accept compromises from any Debtor or any other person; (h) apply all money at any time received from any Debtor or from any person other than the Guarantor or from any security upon such part of the Liabilities as the Creditors may see fit, and change any such application from time to time in their discretion, or keep such money in a separate account for such period as the Creditors may determine without application to the Liabilities; and (i) otherwise deal with the Debtors, the Guarantor and all other persons and security as the Creditors may determine. The Creditors may apply all money at any time received from the Guarantor hereunder upon such part of the Liabilities as the Creditors may see fit, and may change any such application from time to time in their discretionAdministrative Agent.

Guarantee Absolute. (1) The Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with their terms, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any such terms or the rights of Investor with respect thereto. The liability of the Guarantor hereunder under this Guarantee shall be absolute and unconditional and shall not be released, discharged, diminished, limited or in any way affected by any matter, act, failure to act, or circumstance whatsoever, including without limitation: irrespective of: (a) any lack of enforceability sale, transfer or assignment by Investor of any agreement between any Creditor and any Debtor Preferred Unit or any document provided by any Debtor to any Creditor; right, title, benefit or interest of Investor therein or thereto; (b) any failure on amendment or change in or to, or any waiver of, any of the part terms of any Debtor to carry out any rights the LPA or obligations under any agreement or document; the Preferred Units; (c) any change in the name, partners, objects, powersconstitution, organizationcapacity, share capital, capital or the constating documents, business, shareholders, directors or management documents of any Debtor; the Guarantor; (d) any amalgamationchange in the name, partners, objects, status, control, ownership, constitution, capacity, capital or the constating documents of Property Partnership; (e) any partial payment by Property Partnership, or any release or waiver, by operation of law or otherwise, of the performance or observance by Property Partnership of any express or implied agreement, covenant, term or condition relating to the Preferred Units to be performed or observed by Property Partnership; (f) the extension of time for the payment by Property Partnership of all or any portion of the Guaranteed Obligations or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Preferred Units; (g) any failure, omission, delay or lack of diligence on the part of Investor to enforce, assert or exercise any right, privilege, power or remedy conferred on Investor pursuant to the terms of the LPA or the Preferred Units, or any action on the part of Investor granting indulgence or extension of any kind; (h) subject to Section 4.1.2, the recovery of any judgment against Property Partnership, any voluntary or involuntary liquidation, dissolution, sale of any collateral, winding up, merger or consolidation amalgamation of Property Partnership or the Guarantor, any Debtor into sale or with any other person disposition of all or entitysubstantially all of the assets of Property Partnership, or any salejudicial or extrajudicial receivership, lease insolvency, bankruptcy, assignment for the benefit of, or transfer proposal to, creditors, reorganization, moratorium, arrangement, composition with creditors, or readjustment of all debt of, or other proceedings affecting Property Partnership, the Guarantor or any of the assets of any Debtor to any other person Property Partnership or entity; (e) any lack or limitation of power, incapacity or disability on the part of any Debtor or any of its directors, officers, shareholders, partners, employees or agents, or any other irregularity, defect or informality, or any fraud, on the part of any Debtor or any of its directors, officers, shareholders, employees or agents with respect to any or all of the Liabilities; (f) any impossibility, impracticability, frustration of purpose, illegality, force majeure or act of government or governmental authority; (g) the insolvency, bankruptcy, reorganization, winding-up or financial condition of any Debtor or any other person at any time; (h) any loss of or in respect of any security held by or on behalf of any Creditor, whether occasioned through the fault of a Creditor or otherwise; Guarantor; (i) any lawcircumstance, regulationact or omission that would prevent subrogation operating in favour of the Guarantor; (j) any illegality, limitation period invalidity of, or defect or deficiency or unenforceability in, the Preferred Units; (k) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; (l) any defense by Property Partnership to immunity from suit or any suretyship defense that might be available to the Guarantor; or (m) any other matter circumstance, act or circumstance which omission that might otherwise constitute a defence available to, or a discharge of, a Debtor with respect to any or all of the Liabilities; (j) any loss or impairment of any right of the Guarantor to subrogation, reimbursement or contribution, whether or not as a result of any action taken or omitted to be taken by any Creditor; and (k) anything done, omitted to be done, suffered or permitted by any Creditor in connection with all or any of the Liabilities or otherwise or in connection with any security held by or on behalf of any Creditor (whether relating to the Liabilities or otherwise), or which might otherwise operate to release, discharge, diminish or limit in any way the liability of, or otherwise provide a defence to, a guarantor or surety. (2) The Creditors may, with respect to all or any of the Liabilities and without releasing, discharging, limiting or otherwise affecting in whole or in part the Guarantor's liability hereunder: (a) amend, alter or vary any of their agreements with any of the Debtors or any other person; (b) grant time, renewals, extensions, indulgences, releases and discharges to any Debtor or any other person; (c) increase or reduce the rate of interest on all or any of the Liabilities; (d) alter, compromise, accelerate, extend or change the time or manner for payment by any Debtor of, or by any other person or persons liable to the Creditors Property Partnership in respect of any or all of the Liabilities; Guaranteed Obligations, or the Guarantor in respect of any of the Guaranteed Obligations (e) take other than, and to the extent of, the payment or abstain from taking security from any Debtor satisfaction thereof), it being the intent of the Guarantor that its obligations in respect of the Guaranteed Obligations shall be absolute and unconditional under all circumstances and shall not be discharged except by payment in full of the Guaranteed Obligations. Investor shall not be bound or obliged to exhaust its recourse against Property Partnership or any other person persons or from completing or perfecting to take any security taken; (f) release or add one or more guarantors or sureties, accept additional or substituted security, or release or subordinate any security; (g) accept compromises from any Debtor other action against Property Partnership or any other person; (h) apply all money at any time received persons before being entitled to demand payment from any Debtor or from any person other than the Guarantor or from any security upon such part hereunder. This Guarantee is one of the Liabilities as the Creditors may see fit, and change any such application from time payment not collection. There shall be no obligation of Investor to time in their discretiongive notice to, or keep such money in a separate account for such period as obtain the Creditors may determine without application to the Liabilities; and (i) otherwise deal with the Debtorsconsent of, the Guarantor and all other persons and security as with respect to the Creditors may determine. The Creditors may apply all money at happening of any time received from the Guarantor hereunder upon such part of the Liabilities as the Creditors may see fit, and may change any such application from time to time in their discretionforegoing.

Guarantee Absolute. (1) The liability Without limiting the generality of Section 3, the Secured Liabilities shall remain fully effective and enforceable against the Guarantor hereunder shall be absolute and unconditional and shall not be released, exonerated, discharged, diminished, subjected to defence, limited or in any way affected by by, and the rights and remedies of the Creditor under this Agreement shall not in any matter, act, failure to act, way be diminished or circumstance whatsoever, including without limitation: prejudiced by: (a) any lack of genuineness, validity or enforceability of any of the Guaranteed Liabilities or of any agreement or arrangement between any Creditor and any Debtor the Debtor, or any document provided by any Debtor to any other Person, and the Creditor; (b) , or any failure on by the part of Debtor, or any Debtor other Person, to carry out any rights or of its obligations under any such agreement or document; arrangement; (cb) any change in the name, objects, powers, organization, share capital, constating documentsOrganizational Documents, business, shareholders, directors or management of the Debtor, the Guarantor or any Surety, the reorganization of the Debtor; (d) , the Guarantor or any amalgamationSurety, any amalgamation or merger by the Debtor, the Guarantor or consolidation of any Debtor into or Surety with any other person Person or entityPersons, or any salecontinuation of the Debtor, lease or transfer of all the Guarantor, or any of Surety under the assets laws of any Debtor to any other person or entity; jurisdiction; (ec) any lack or limitation of power, incapacity or disability on of the part of any Debtor Debtor, the Guarantor or any Surety or of its the directors, officers, shareholders, partnersmanagers, employees or agentsagents of the Debtor, the Guarantor or any Surety or any other irregularity, defect or informality, or any fraud, on by the part of any Debtor or any of its directorsDebtor, officers, shareholders, employees or agents with respect to any or all of the Liabilities; (f) any impossibility, impracticability, frustration of purpose, illegality, force majeure or act of government or governmental authority; (g) the insolvency, bankruptcy, reorganization, winding-up or financial condition of any Debtor or any other person at any time; (h) any loss of or in respect of any security held by or on behalf of any Creditor, whether occasioned through the fault of a Creditor or otherwise; (i) any law, regulation, limitation period or other matter or circumstance which might otherwise constitute a defence available to, or a discharge of, a Debtor with respect to any or all of the Liabilities; (j) any loss or impairment of any right of the Guarantor to subrogation, reimbursement or contribution, whether or not as a result of any action taken or omitted to be taken by any Creditor; and (k) anything done, omitted to be done, suffered or permitted by any Creditor in connection with all or any of the Liabilities or otherwise or in connection with any security held by or on behalf of any Creditor (whether relating to the Liabilities or otherwise), or which might otherwise operate to release, discharge, diminish or limit in any way the liability of, or otherwise provide a defence to, a guarantor or surety. (2) The Creditors may, with respect to all or any of the Liabilities and without releasing, discharging, limiting or otherwise affecting in whole or in part the Guarantor's liability hereunder: (a) amend, alter or vary any of their agreements with any of the Debtors or any other person; (b) grant time, renewals, extensions, indulgences, releases and discharges to any Debtor or any other person; (c) increase or reduce the rate of interest on all or any of the Liabilities; (d) alter, compromise, accelerate, extend or change the time or manner for payment by any Debtor of, or by any other person or persons liable to the Creditors in respect of any or all of the Liabilities; (e) take or abstain from taking security from any Debtor or any other person or from completing or perfecting any security taken; (f) release or add one or more guarantors or sureties, accept additional or substituted security, or release or subordinate any security; (g) accept compromises from any Debtor or any other person; (h) apply all money at any time received from any Debtor or from any person other than the Guarantor or from any security upon such part of the Liabilities as the Creditors may see fit, and change any such application from time to time in their discretion, or keep such money in a separate account for such period as the Creditors may determine without application to the Liabilities; and (i) otherwise deal with the Debtors, the Guarantor and all other persons and security as the Creditors may determine. The Creditors may apply all money at any time received from the Guarantor hereunder upon such part of the Liabilities as the Creditors may see fit, and may change any such application from time to time in their discretion.Surety or

Guarantee Absolute. (1) The liability Without limiting the generality of Section 5, the Secured Liabilities of the Guarantor hereunder shall be absolute remain fully effective and unconditional enforceable against the Guarantor and shall not be released, exonerated, discharged, diminished, subjected to defence, limited or in any way affected by by, and the rights and remedies of the Agent under this Agreement shall not in any matter, act, failure to act, way be diminished or circumstance whatsoever, including without limitation: prejudiced by: (a) any lack of genuineness, validity or enforceability of any of the Guaranteed Liabilities or of any agreement or arrangement between the Debtor, the Guarantor, or any Creditor other Person, and any Debtor one or more of the Secured Parties, or any document provided failure by the Debtor, or any Debtor to any Creditor; (b) any failure on the part of any Debtor other Person, to carry out any rights or of its obligations under any such agreement or document; arrangement; (cb) any change in the name, objects, powers, organization, share capital, constating documentsOrganizational Documents, business, shareholders, directors or management of the Debtor, the Guarantor or any Surety, the reorganization of the Debtor; (d) , the Guarantor or any amalgamationSurety, any amalgamation or merger by the Debtor, the Guarantor or consolidation of any Debtor into or Surety with any other person Person or entityPersons, or any salecontinuation of the Debtor, lease or transfer of all the Guarantor, or any of Surety under the assets laws of any Debtor to any other person or entity; jurisdiction; (ec) any lack or limitation of power, incapacity or disability on of the part of any Debtor Debtor, the Guarantor or any Surety or of its the directors, officers, shareholders, partnersmanagers, employees or agentsagents of the Debtor, the Guarantor or any Surety or any other irregularity, defect or informality, or any fraud, on by the part of Debtor, the Guarantor or any Debtor Surety or any of its their respective directors, officers, shareholdersmanagers, employees or agents agents, with respect to any or all of the Guaranteed Liabilities; , any or all of its Secured Liabilities or any or all of the liabilities and obligations of any Surety; (fd) any non-compliance with or contravention by the Guarantor of any provision of any corporate statute applicable to the Guarantor relative to guarantees or other financial assistance given by the Guarantor; (e) any impossibility, impracticability, frustration of purpose, illegality, invalidity, force majeure or act of government Governmental Authority; (f) any Insolvency Proceeding affecting, or governmental authority; (g) the insolvency, bankruptcy, reorganization, winding-up or financial condition of of, the Debtor, the Guarantor, any Debtor Surety, any Secured Party or any other person Person at any time; ; (h) any loss of or in respect of any security held by or on behalf of any Creditor, whether occasioned through the fault of a Creditor or otherwise; (ig) any law, regulation, limitation or prescription period or other matter or circumstance which that might otherwise constitute be a defence available to, or a discharge of, a Debtor with the Debtor, the Guarantor or any Surety in respect to of any or all of the Guaranteed Liabilities; , any or all of its Secured Liabilities or any or all of the liabilities and obligations of any Surety; (jh) any loss of, or in respect of, any Security by or on behalf of any Secured Party from the Debtor, the Guarantor, any Surety or any other Person, whether occasioned through the fault of any Secured Party or otherwise; (i) any loss or impairment of any right of the Guarantor to for subrogation, reimbursement or contribution, whether or not as a result of any action taken or omitted to be taken by any CreditorSecured Party; or (j) any other matter, act, omission, circumstance, development or thing of any and every nature, kind and description whatsoever (k) anything done, omitted to be done, suffered or permitted by any Creditor other than the due payment and performance in connection with all or any full of the Guaranteed Liabilities or otherwise or and its Secured Liabilities) that might in connection with any security held by or on behalf manner (but for the operation of any Creditor this Section) operate (whether relating to the Liabilities by statute, at law, in equity or otherwise), or which might otherwise operate ) to release, discharge, diminish diminish, limit, restrict or limit in any way affect the liability of, or otherwise provide a defence to, a guarantor guarantor, a surety, or surety. (2) The Creditors maya principal debtor, with respect to all even if known by the Agent or any of the Liabilities and without releasing, discharging, limiting or otherwise affecting in whole or in part the Guarantor's liability hereunder: (a) amend, alter or vary any of their agreements with any of the Debtors or any other person; (b) grant time, renewals, extensions, indulgences, releases and discharges to any Debtor or any other person; (c) increase or reduce the rate of interest on all or any of the Liabilities; (d) alter, compromise, accelerate, extend or change the time or manner for payment by any Debtor of, or by any other person or persons liable to the Creditors in respect of any or all of the Liabilities; (e) take or abstain from taking security from any Debtor or any other person or from completing or perfecting any security taken; (f) release or add one or more guarantors or sureties, accept additional or substituted security, or release or subordinate any security; (g) accept compromises from any Debtor or any other person; (h) apply all money at any time received from any Debtor or from any person other than the Guarantor or from any security upon such part of the Liabilities as the Creditors may see fit, and change any such application from time to time in their discretion, or keep such money in a separate account for such period as the Creditors may determine without application to the Liabilities; and (i) otherwise deal with the Debtors, the Guarantor and all other persons and security as the Creditors may determine. The Creditors may apply all money at any time received from the Guarantor hereunder upon such part of the Liabilities as the Creditors may see fit, and may change any such application from time to time in their discretionSecured Parties.

Guarantee Absolute. (1) The liability Without limiting the generality of Section 5, the Guarantor hereunder Liabilities shall be absolute remain fully effective and unconditional enforceable against the Guarantor and shall not be released, exonerated, discharged, diminished, subjected to defence, limited or in any way affected by, and the rights and remedies of the Administrative Agent under this Agreement shall not in any way be diminished or prejudiced by, and the Guarantor hereby consents or waives, as applicable, to the fullest extent permitted by any matter, act, failure to act, or circumstance whatsoever, including without limitation: applicable Law: (a) any lack of genuineness, legality, validity or enforceability of any of the Borrower Liabilities or of any agreement or arrangement between any Creditor and any Debtor the Borrower, or any document provided by any Debtor to any Creditor; (b) other Person, and the Administrative Agent, or any failure on by the part of Borrower, or any Debtor other Person, to carry out any rights or of its obligations under any such agreement or document; arrangement; (cb) any change in the existence, name, objects, business, powers, organization, share capital, constating documentsOrganizational Documents, businessownership, shareholdersControl, directors or management of the Borrower, the Guarantor or any Debtor; (d) Surety, the reorganization of the Borrower, the Guarantor or any amalgamationSurety, any amalgamation or merger by the Borrower, the Guarantor or consolidation of any Debtor into or Surety with any other person Person or entityPersons, or any salecontinuation of the Borrower, lease or transfer of all the Guarantor, or any of Surety under the assets laws of any Debtor to any other person or entity; jurisdiction; (ec) any lack or limitation of power, incapacity or disability on of the part of any Debtor Borrower, the Guarantor or any Surety or of its the directors, officers, shareholders, partnersmanagers, employees or agentsagents of the Borrower, the Guarantor or any Surety, as applicable, or any other irregularity, defect or informality, or any fraud, on by the part of Borrower, the Guarantor or any Debtor Surety or any of its their respective directors, officers, shareholdersmanagers, employees or agents agents, with respect to any or all of the Borrower Liabilities; , any or all of the Guarantor Liabilities or any or all of the liabilities and obligations of any Surety; (fd) any non-compliance with or contravention by the Guarantor of any provision of any corporate statute applicable to the Guarantor relative to guarantees or other financial assistance given by the Guarantor; (e) any impossibility, impracticability, frustration of purpose, illegality, force majeure or act of government Governmental Authority with respect to the performance of any of the Borrower Liabilities or governmental authority; Guarantor Liabilities; (gf) any Insolvency Proceeding affecting, or the insolvency, bankruptcy, reorganization, winding-up or financial condition of, the Borrower, the Guarantor, any Surety, the Administrative Agent, any of any Debtor the Finance Parties or any other person Person at any time; ; (h) any loss of or in respect of any security held by or on behalf of any Creditor, whether occasioned through the fault of a Creditor or otherwise; (ig) any law, regulation, limitation or prescription period or other matter or circumstance which that might otherwise constitute be a defence available to, or a discharge of, a Debtor with the Borrower, the Guarantor or any Surety in respect to of any or all of the Borrower Liabilities; , any or all of the Guarantor Liabilities or any or all of the liabilities and obligations of any Surety; (jh) any loss of, or in respect of, any Security by or on behalf of the Administrative Agent from the Borrower, the Guarantor, any Surety or any other Person, whether occasioned through the fault of the Administrative Agent or otherwise; (i) any loss or impairment of any right of the Guarantor to for subrogation, reimbursement or contribution, whether or not as a result of any action taken or omitted to be taken by the Administrative Agent; or (j) any Creditor; other matter, act, omission, circumstance, development or thing of any and every nature, kind and description whatsoever, whether similar or dissimilar to the foregoing (k) anything done, omitted to be done, suffered or permitted by any Creditor other than the due payment and performance in connection with all or any full of the Borrower Liabilities or otherwise or and the Guarantor Liabilities) that might in connection with any security held by or on behalf manner (but for the operation of any Creditor this Section) operate (whether relating to the Liabilities by statute, at law, in equity or otherwise), or which might otherwise operate ) to release, discharge, diminish diminish, limit, restrict or limit in any way affect the liability of, or otherwise provide a defence to, a guarantor or guarantor, a surety. (2) The Creditors may, with respect to all or any of the Liabilities and without releasing, discharging, limiting or otherwise affecting in whole or in part the Guarantor's liability hereunder: (a) amend, alter or vary any of their agreements with any of the Debtors or any other person; (b) grant time, renewals, extensions, indulgences, releases and discharges to any Debtor or any other person; (c) increase or reduce the rate of interest on all or any of the Liabilities; (d) alter, compromise, accelerate, extend or change the time or manner for payment by any Debtor of, or a principal debtor, even if known by any other person or persons liable to the Creditors in respect of any or all of the Liabilities; (e) take or abstain from taking security from any Debtor or any other person or from completing or perfecting any security taken; (f) release or add one or more guarantors or sureties, accept additional or substituted security, or release or subordinate any security; (g) accept compromises from any Debtor or any other person; (h) apply all money at any time received from any Debtor or from any person other than the Guarantor or from any security upon such part of the Liabilities as the Creditors may see fit, and change any such application from time to time in their discretion, or keep such money in a separate account for such period as the Creditors may determine without application to the Liabilities; and (i) otherwise deal with the Debtors, the Guarantor and all other persons and security as the Creditors may determine. The Creditors may apply all money at any time received from the Guarantor hereunder upon such part of the Liabilities as the Creditors may see fit, and may change any such application from time to time in their discretionAdministrative Agent.