RE:It's on Pages 1 and 2 of the Guarantee.Will you finally pay my invoice now?
THIS GUARANTEE INDENTURE dated as of July 14, 2016; AMONG: BROOKFIELD PROPERTY PARTNERS L.P., an exempted limited partnership formed under the laws of Bermuda, (hereinafter referred to as “BPY”), - and - BROOKFIELD PROPERTY L.P., an exempted limited partnership formed under the laws of Bermuda, (hereinafter referred to as “Property Partnership”), - and - BROOKFIELD BPY HOLDINGS INC., a corporation incorporated under the laws of the Province of Ontario, (hereinafter referred to as “CanHoldco”), - and - BROOKFIELD BPY RETAIL HOLDINGS II INC., a corporation incorporated under the laws of the Province of Ontario, (hereinafter referred to as “CanHoldco 2”), - and - BPY BERMUDA HOLDINGS LIMITED, a corporation formed under the laws of Bermuda, (hereinafter referred to as “Bermuda Holdco”), - and - BPY BERMUDA HOLDINGS II LIMITED, a corporation formed under the laws of Bermuda, (hereinafter referred to as “Bermuda Holdco 2”), - and - BPY BERMUDA HOLDINGS IV LIMITED, a corporation 36979-2039 21655097.6 - 2 - formed under the laws of Bermuda, (hereinafter referred to as “Bermuda Holdco 4”), - and - BPY BERMUDA HOLDINGS V LIMITED, a corporation formed under the laws of Bermuda, (hereinafter referred to as “Bermuda Holdco 5” and collectively with BPY, Property Partnership, CanHoldco, CanHoldco 2, Bermuda Holdco, Bermuda Holdco 2 and Bermuda Holdco 4 as the “Guarantors”)), - and - BROOKFIELD OFFICE PROPERTIES INC., a corporation formed under the laws of Canada, (hereinafter referred to as the “Corporation”), - and - CST TRUST COMPANY, a trust company organized and existing under the laws of Canada, (hereinafter referred to as the “Security Trustee”). WHEREAS pursuant to the terms of this guarantee indenture (this “Guarantee”) the Guarantors have agreed to guarantee in favour of the Holders (as defined below) the payment of the Class AAA Senior Preference Share Obligations (as defined below), pursuant to the terms of the Class AAA Senior Preference Shares (as defined below); AND WHEREAS as at the date hereof, the Corporation has authorized for issuance up to an unlimited number of Class AAA Senior Preference Shares, issuable in series; AND WHEREAS all necessary acts and proceedings have been done and taken and all necessary resolutions have been passed to authorize the execution and delivery of this Guarantee and to make the same legal, valid and binding upon the Guarantors; AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Guarantors and not by the Security Trustee; NOW THEREFORE THIS GUARANTEE WITNESSES that for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties hereto agree as follows: 36979-2039 21655097.6 - 3 - ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF G