BOARDWALK REAL ESTATE INVESTMENT ... - Boardwalk REIT

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- 9 -liable as principal obligor to pay all principal, interest and other amounts under the Retained Debt as suchamounts become due and payable and the Corporation has indemnified the Partnership for any losses as aresult of the Corporation's failure to meet its obligations, provided such losses are not attributable to anyaction or failure to act on the part of the Partnership;(b) since the Master Asset Contribution Agreement represented a transfer of the existing business of theCorporation, the Partnership indemnified the Corporation for all claims and losses relating to theContributed Assets except if the claim or loss is a result of gross negligence or wilful misconduct of theCorporation after the Effective Date;(c) as the beneficial owner of the Contributed Assets associated with the Retained Debt, the Partnershipindemnified the Corporation for losses resulting from the Partnership's failure to manage suchContributed Assets in a safe and prudent manner where such failure results in a claim against theCorporation; and(d) since the legal title to the Contributed Assets associated with the Retained Debt remains with theCorporation but all beneficial interest in such Contributed Assets as well as all other Contributed Assetswas transferred to the Partnership, the Partnership has provided guarantees of the Corporation'sobligations under the Retained Debt in favour of the lenders of such indebtedness and Boardwalk REIThas provided a guarantee of the Partnership's obligations.These arrangements are designed to protect the respective interests of the Partnership, Boardwalk REIT,BPCL and the Corporation. These arrangements are, in the opinion of management of Boardwalk REIT,appropriate in light of the significant benefits realized by the Public Shareholders as a result of the Amalgamation,the Acquisition and the Arrangement and the transfer of the Contributed Assets pursuant to the Master AssetContribution Agreement (collectively, the "Transaction").See "Overview of the Acquisition and the Arrangement Replacing the Corporation as a Public Entity withBoardwalk REIT— Ancillary Agreements in Connection with the Acquisition and the Arrangement","Information Concerning the Corporation — Business of the Corporation Following the Acquisition and theArrangement" and "Rights Plan".SUBSIDIARIESThe following sets forth the principal subsidiaries of the Trust and their jurisdictions of incorporation orformation, as applicable. All of such subsidiaries are directly or indirectly owned by the Trust:
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Page 1: BOARDWALK REAL ESTATE INVESTMENT TR
Page 6 and 7: - 5 -All of these documents are ava
Page 8 and 9: - 7 -in amounts at least sufficient
Page 12 and 13: - 11 -
Page 14 and 15: - 13 -("Unitholders") in the manner
Page 16 and 17: - 15 -Disclosure is required to be
Page 18 and 19: - 17 -Gary GoodmanAl W. MawaniAudit
Page 20 and 21: - 19 -information relating to Board
Page 22: - 21 -Boardwalk PortfolioCity/Provi
Page 25 and 26: - 24 -City/Province Property Name B
Page 27 and 28: - 26 -City/Province Property Name B
Page 29 and 30: - 28 -Sale of PropertiesA part of t
Page 31 and 32: - 30 -LiquidityIn late 2008, with a
Page 33 and 34: - 32 -Boardwalk REIT continues to b
Page 35 and 36: - 34 -Pursuing Partnerships or Join
Page 37 and 38: - 36 -(j) notwithstanding paragraph
Page 39 and 40: - 38 -REIT UnitsEach REIT Unit repr
Page 41 and 42: - 40 -Units for each day that there
Page 43 and 44: - 42 -adjourned for not less than t
Page 45 and 46: - 44 -(e) for any purpose (except o
Page 47 and 48: - 46 -the Acquisition and the Arran
Page 49 and 50: - 48 -in each case with accrued and
Page 51 and 52: - 50 -(d) a breach of or default in
Page 53 and 54: - 52 -Boardwalk REIT, like most rea
Page 55 and 56: - 54 -any of its properties nor is
Page 57 and 58: - 56 -• Developing a specific ren
Page 59 and 60: - 58 -Rent Control RiskRent Control
Page 61 and 62:
- 60 -unsuccessful, our losses may
Page 63 and 64:
- 62 -Acquisition Performance RiskB
Page 65 and 66:
- 64 -An Investment in REIT Units i
Page 67 and 68:
- 66 -relates to gains on the dispo
Page 69 and 70:
- 68 -Unitholders Limited Liability
Page 71 and 72:
- 70 -Investment in this area has s
Page 73 and 74:
- 72 -residents of the United State
Page 75 and 76:
- 74 -purposes or in connection wit
Page 77 and 78:
- 76 -by the holders thereof during
Page 79 and 80:
- 78 -"Subordination/Security" abov
Page 81 and 82:
- 80 -sufficient to allow Boardwalk
Page 83 and 84:
- 82 -A Units and LP Class B Units,
Page 85 and 86:
- 84 -Partnership Tax Loss is not t
Page 87 and 88:
- 86 -Name and Municipality ofResid
Page 89 and 90:
- 88 -LEGAL PROCEEDINGSNeither the
Page 91 and 92:
- 90 -Policy StatementSCHEDULE "A"A
Page 93 and 94:
- 92 -(b) discuss with the manageme
Page 95:
- 94 -13. The Audit Committee shall
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BOARDWALK REAL ESTATE INVESTMENT ... - Boardwalk REIT

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