Examples of Series 8 Preferred LP Unit Obligations in a sentence
If at any time BREP is precluded from making payment when due in respect of any Series 8 Preferred LP Unit Obligations by reason of the provisions of its organizational documents or otherwise, such amounts shall nonetheless be deemed to be due and payable by BREP to the Holders for all purposes of this Guarantee and the Series 8 Preferred LP Unit Obligations shall be immediately due and payable to the Holders.
This Guarantee shall apply to and secure any ultimate balance due or remaining due to the Holders in respect of the Series 8 Preferred LP Unit Obligations and shall be binding as an absolute and continuing obligation of each Guarantor.
Upon the maturity of any Senior Indebtedness of a Guarantor by lapse of time, acceleration, demand or otherwise, then, except as provided in Section 3.7, all principal of and interest on all such matured Senior Indebtedness shall first be paid in full, or shall first have been duly provided for, before any payment by such Guarantor is made on account of the Series 8 Preferred LP Unit Obligations.
Each Guarantor assumes full responsibility for keeping fully informed of the financial condition of BREP and all other circumstances affecting BREP’s ability to pay the Series 8 Preferred LP Unit Obligations.
The Guarantors irrevocably and unconditionally, jointly and severally, guarantee in favour of the Holders the due and punctual payment of the Series 8 Preferred LP Unit Obligations, regardless of any defense (except for the defense of payment by BREP), right of set-off or counterclaim which a Guarantor may have or assert.
The Guarantors shall have no right of subrogation in respect of any payment made to the Holders hereunder until such time as the Series 8 Preferred LP Unit Obligations have been fully satisfied.
Each Guarantor guarantees that the Series 8 Preferred LP Unit Obligations will be paid strictly in accordance with the terms of the Series 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.
Each Guarantor’s obligation to pay Series 8 Preferred LP Unit Obligations may be satisfied by (i) direct payment to the Holders or (ii) payment to the Holders through the facilities of the Security Trustee.
The Series 8 Preferred LP Unit Obligations shall not, however, be released, discharged, limited or affected by the failure or omission of the Holders to prove the whole or part of any claim against BREP.
Each Guarantor will pay the Series 8 Preferred LP Unit Obligations without regard to any equities between it and BREP or any defence or right of set-off, compensation, abatement, combination of accounts or cross-claim that it or BREP or the other Guarantors may have.