Common use of Parent Guarantee Clause in Contracts

Parent Guarantee. (a) The Parent Guarantor irrevocably and unconditionally agrees to pay in full to the Note Holders and/or the Beneficiaries, as the case may be, the Parent Guarantee Payments (without duplication of amounts theretofore timely paid by or on behalf of the Company), as and when due, regardless of any defense (except for the defense of timely payment by the Company), right of set-off or counterclaim which the Company may have or assert. The Parent Guarantor’s obligation to make a Parent Guarantee Payment may be satisfied by direct payment of the required amounts by the Parent Guarantor to the Note Holders and/or the Beneficiaries, as the case may be, or by causing the Company to pay such amounts to the Note Holders and/or the Beneficiaries, as the case may be. The Parent Guarantor shall give prompt written notice to the Guarantee Trustee in the event the Parent Guarantor makes any direct payment to the Note Holders and/or the Beneficiaries, as the case may be. (b) The Parent Guarantor expressly agrees that the guarantee set forth in the immediately preceding paragraph includes, but is not limited to, the guarantee of the full and prompt payment of the Parent Guarantor’s obligation to make any and all interest payments on the Notes which would be required to be made by the Company under the Indenture, including, without limitation, any amounts of Additional Interest, the Optional Redemption Price, Liquidation Amount, the Special Redemption Price, Additional Tax Sums, or any other amount set forth in the Indenture or the Notes. (c) All Parent Guarantee Payments made from time to time with respect to this Parent Guarantee Agreement shall be in U.S. dollars.

Parent Guarantee. (a) The Parent Guarantor hereby absolutely, unconditionally and irrevocably guarantees the payment and unconditionally performance of all of the payment and other obligations of Purchaser and Merger Sub in this Agreement and the other Transaction Documents (the “Parent Obligations”), in each case, when and to the extent that, any such Parent Obligations shall become due and payable; provided, however, that the Parent shall be subject to the limitations set forth herein and shall succeed to all rights of Purchaser hereunder. The Parent agrees that the guaranty set forth in this Section 11.16 is a present and continuing guaranty of payment and not of collectability, and that the Company shall not be required to prosecute collection, enforcement or other remedies against Purchaser or any other Person, or to enforce or resort to any other rights or remedies hereunder, before calling on the Parent for payment or performance. The Parent agrees that if, for any reason, Purchaser shall fail or be unable to pay in full to or perform, punctually and fully, any of the Note Holders and/or the Beneficiaries, as the case may beParent Obligations, the Parent Guarantee Payments (without duplication of amounts theretofore timely paid by shall pay or on behalf of the Company), as and when due, regardless of any defense (except for the defense of timely payment by the Company), right of set-off or counterclaim which perform such Parent Obligations to the Company may have or assertin full immediately upon demand. The Parent Guarantor’s obligation to make a Parent Guarantee Payment may be satisfied by direct payment agrees that the obligations of the required amounts Parent pursuant to this Section 11.16 shall be primary obligations, shall not be subject to any counterclaim, set-off, abatement, deferment or defense based upon any claim that the Parent may have against the Company or any other Person, and shall remain in full force and effect without regard to, and shall not be released, discharged or affected in any way by any circumstance or condition (whether or not the Parent shall have any knowledge thereof). The execution, delivery and performance by the Parent Guarantor to of this Agreement and the Note Holders and/or consummation of the Beneficiariestransactions contemplated hereby, as have been duly authorized by all necessary corporate action on the case may be, or by causing part of the Company to pay such amounts to the Note Holders and/or the Beneficiaries, as the case may beParent. The Parent Guarantor shall give prompt written notice to has duly executed and delivered this Agreement, and assuming the Guarantee Trustee in the event the Parent Guarantor makes any direct payment to the Note Holders and/or the Beneficiaries, as the case may be. (b) The Parent Guarantor expressly agrees that the guarantee set forth in the immediately preceding paragraph includes, but is not limited to, the guarantee of the full and prompt payment of the Parent Guarantor’s obligation to make any and all interest payments on the Notes which would be required to be made by the Company under the Indenture, including, without limitation, any amounts of Additional Interest, the Optional Redemption Price, Liquidation Amount, the Special Redemption Price, Additional Tax Sums, or any other amount set forth in the Indenture or the Notes. (c) All Parent Guarantee Payments made from time to time with respect to this Parent Guarantee Agreement shall be in U.S. dollars.due

Parent Guarantee. (a) The Parent Guarantor irrevocably and unconditionally agrees to pay in full to the Note Holders and/or the Beneficiaries, as the case may be, the Parent Guarantee Payments (without duplication of amounts theretofore timely paid by or on behalf of the Company), as and when due, regardless of any defense (except for the defense of timely payment by the Company), right of set-off or counterclaim which the Company may have or assert. The Parent Guarantor’s 's obligation to make a Parent Guarantee Payment may be satisfied by direct payment of the required amounts by the Parent Guarantor to the Note Holders and/or the Beneficiaries, as the case may be, or by causing the Company to pay such amounts to the Note Holders and/or the Beneficiaries, as the case may be. The Parent Guarantor shall give prompt written notice to the Guarantee Trustee in the event the Parent Guarantor makes any direct payment to the Note Holders and/or the Beneficiaries, as the case may be. (b) The Parent Guarantor expressly agrees that the guarantee set forth in the immediately preceding paragraph includes, but is not limited to, the guarantee of the full and prompt payment of the Parent Guarantor’s 's obligation to make any and all interest payments on the Notes which would be required to be made by the Company under the Indenture, including, without limitation, any amounts of Additional Interest, the Optional Redemption Price, Liquidation Amount, the Special Redemption Price, Additional Tax Sums, or any other amount set forth in the Indenture or the NotesNote. (c) All Parent Guarantee Payments made from time to time with respect to this Parent Guarantee Agreement shall be in U.S. dollars.

Parent Guarantee. (a) The Parent Guarantor irrevocably and unconditionally agrees to pay in full to the Note Holders and/or the Beneficiaries, as the case may be, the Parent Guarantee Payments (without duplication of amounts theretofore timely paid by or on behalf of the Company), as and when due, regardless of any defense (except for the defense of timely payment by the Company), right of set-set- off or counterclaim which the Company may have or assert. The Parent Guarantor’s 's obligation to make a Parent Guarantee Payment may be satisfied by direct payment of the required amounts by the Parent Guarantor to the Note Holders and/or the Beneficiaries, as the case may be, or by causing the Company to pay such amounts to the Note Holders and/or the Beneficiaries, as the case may be. The Parent Guarantor shall give prompt written notice to the Guarantee Trustee in the event the Parent Guarantor makes any direct payment to the Note Holders and/or the Beneficiaries, as the case may be. (b) The Parent Guarantor expressly agrees that the guarantee set forth in the immediately preceding paragraph includes, but is not limited to, the guarantee of the full and prompt payment of the Parent Guarantor’s 's obligation to make any and all interest and principal payments on the Notes which would be required to be made by the Company under the Indenture, including, without limitation, any amounts of Additional Interest, the Optional Redemption Price, Liquidation Amount, the Special Redemption Price, Additional Tax Sums, or any other amount set forth in the Indenture or the NotesNote. (c) All Parent Guarantee Payments made from time to time with respect to this Parent Guarantee Agreement shall be in U.S. dollars.

Parent Guarantee. (a) The Parent Guarantor irrevocably hereby guarantees the full, complete and unconditionally agrees to pay in full to the Note Holders and/or the Beneficiaries, as the case may be, the Parent Guarantee Payments (without duplication of amounts theretofore timely paid by or on behalf of the Company), as and when due, regardless of any defense (except for the defense of timely payment by Buyer of its obligations under Article II when and as due under this Agreement. If any default shall be made by Buyer in the Company)performance of any such payment obligations, right of set-off or counterclaim which the Company may have or assert. The Parent Guarantor’s obligation to make a Parent Guarantee Payment may be satisfied by direct payment of the required amounts by the Parent Guarantor to the Note Holders and/or the Beneficiaries, as the case may be, or by causing the Company to pay such amounts to the Note Holders and/or the Beneficiaries, as the case may be. The then Parent Guarantor shall give prompt make such payment obligation upon written notice from the Sellers specifying such default. Prior to proceeding against Parent Guarantor under this Section 13.15, the Sellers shall first demand payment from Buyer in accordance with the applicable provisions of this Agreement; provided, however, that the Sellers shall not be required to initiate legal proceedings against Buyer prior to proceeding against Parent Guarantor under this Section 13.15. The guarantee set forth in this Section 13.15 shall survive the Closing and shall expire and be of no further force or effect at the close of Business on the third Business Day after: (i) the Determination Date, if the Buyer has no obligation to pay an amount to the Guarantee Trustee in Sellers under Section 2.3(e); or (ii) if the event the Parent Guarantor makes any direct payment Buyer has an obligation to pay an amount to the Note Holders and/or Sellers or the BeneficiariesEscrow Agent under Section 2.3(e), as the case may bedate on which such amount(s) have been paid. (b) The Parent Guarantor expressly agrees that the guarantee set forth represents and warrants as follows: (i) Parent Guarantor is a U.S. operating entity and issues debt publicly in the immediately preceding paragraph includes, but is not limited to, the guarantee of the full and prompt payment of the Parent Guarantor’s obligation to make any and all interest payments on the Notes which would be required to be made by the Company under the Indenture, including, without limitation, any amounts of Additional Interest, the Optional Redemption Price, Liquidation Amount, the Special Redemption Price, Additional Tax Sums, or any other amount set forth in the Indenture or the NotesUnited States. (cii) All Parent Guarantee Payments made Guarantor is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation. (iii) Parent Guarantor has full corporate power and authority to execute and deliver this Agreement and to perform its obligation hereunder. (iv) The execution and delivery by Parent Guarantor of this Agreement and the performance by Parent Guarantor of its obligations hereunder have been duly approved by all requisite corporate action of Parent Guarantor. (v) Except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws from time to time in effect affecting the enforceability of creditors’ rights generally and except to the extent enforcement of remedies may be limited by general equitable principles this Agreement constitutes the valid and legally binding obligation of Parent Guarantor, enforceable against Parent Guarantor in accordance with respect to the terms of this Parent Guarantee Agreement shall be in U.S. dollarsAgreement.

Parent Guarantee. 5.16.1 Parent hereby unconditionally and irrevocably guarantees to Seller the due and punctual payment and performance by Purchaser (aand any permitted assignees thereof) of any and all past, present and future Liabilities of Purchaser under this Agreement and the other Operative Agreements (subject to the terms and conditions hereof and thereof), including the due and punctual payment of the Assumed Obligations and all costs of collection and expenses, including reasonable attorneys’ fees, incurred by Seller in enforcing the terms thereof and of this Section 5.16 (the “Purchaser Guaranteed Obligations”). The foregoing sentence is an absolute, unconditional and continuing guaranty of the full and punctual discharge and performance of the Purchaser Guaranteed Obligations, and is a guaranty of payment, not collection. Should a default occur in the discharge or performance of all or any portion of the Purchaser Guaranteed Obligations when due, the obligations of Parent Guarantor irrevocably hereunder shall become immediately due and unconditionally agrees payable. 5.16.2 Parent represents and warrants to Seller as follows: (i) Parent is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and has the requisite organizational power and authority to execute and deliver this Agreement and to perform its obligations under this Section 5.16; (ii) the execution, delivery and performance of this Agreement by Parent has been duly authorized by all necessary organizational action, and no other proceedings or actions on the part of Parent is necessary therefor; (iii) this Agreement constitutes the legal, valid and binding obligations of Parent and is enforceable against Parent in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar Laws of general application relating to or affecting creditors’ rights and to general equity principles; (iv) the execution, delivery or performance by Parent of this Agreement will not contravene, conflict with or result in a violation of Parent’s Organizational Documents or any Laws to which Parent is subject or bound, and there is no Action, suit, claim or legal, administrative or arbitral proceeding pending or, to its knowledge, threatened by or against it with respect to any of the transactions contemplated by this Section 5.16; and (v) at the Closing, Parent will have sufficient funds available to pay and perform all of its obligations under this Section 5.16. 5.16.3 This guarantee shall not be impaired whatsoever by any modification or other alteration of any of the Purchaser Guaranteed Obligations, including the modification or amendment (whether material or otherwise) of any obligation of Parent or Purchaser under this Agreement or any other Operative Agreements. The liability of Parent is direct and unconditional and may be enforced without requiring Seller first to resort to any other right, remedy or security. Parent hereby waives any defense of Purchaser or any other Person of any kind and the right of subrogation, reimbursement or indemnity whatsoever, and any right of recourse to security for the debts and obligations of Purchaser until all of the Purchaser Guaranteed Obligations are paid in full, and waives any notice of acceptance; presentment and protest of any instrument, and notice thereof; notice of default; and all other notices to which each might otherwise be entitled. Nothing shall discharge or satisfy the liability of Parent hereunder except the full payment and performance of all of Purchaser Guaranteed Obligations to Seller. Any and all present and future debts and obligations of Purchaser to Parent are hereby waived and postponed in favor of, and subordinated to, the Note Holders and/or full payment and performance of the BeneficiariesPurchaser Guaranteed Obligations. 5.16.4 Parent further agrees that this guarantee shall continue to be effective or be reinstated, as the case may be, the Parent Guarantee Payments (without duplication if at any time payment of amounts theretofore timely paid by all or on behalf any part of the Company)Purchaser Guaranteed Obligations is rescinded or otherwise must be restored by Seller to Purchaser or to the creditors of Purchaser or any representative of Purchaser or representative of its creditors upon the insolvency, as and when duebankruptcy or reorganization of Purchaser, regardless or to Parent or the creditors of Parent or any defense (except for the defense representative of timely payment by the Company), right of set-off Parent or counterclaim which the Company may have or assert. The Parent Guarantor’s obligation to make a Parent Guarantee Payment may be satisfied by direct payment representative of the required amounts by creditors of Parent upon the Parent Guarantor to the Note Holders and/or the Beneficiariesinsolvency, as the case may bebankruptcy or reorganization of Parent, or by causing the Company to pay otherwise, all as though such amounts to the Note Holders and/or the Beneficiaries, as the case may bepayments had not been made. The Parent Guarantor shall give prompt written notice to the Guarantee Trustee further agrees that in the event that Purchaser, or substantially all of Parent’s or Purchaser’s assets, are acquired by any third party (by stock sale, asset sale, merger, consolidation or otherwise), then as a condition to such acquisition, Parent shall cause the purchaser thereof to agree to be jointly and severally bound with Parent Guarantor makes any direct payment for its obligations hereunder, provided, that this sentence shall not apply to the Note Holders and/or extent that Seller has (a) coverage from Purchaser’s insurance in respect of the Beneficiaries, as the case may be. environmental Liabilities assumed by Purchaser or a third party under this Agreement and (b) The Parent Guarantor expressly agrees that the guarantee set forth in the immediately preceding paragraph includes, but is not limited to, the guarantee benefit of the full and prompt payment any indemnification against or assumption of the Parent Guarantor’s obligation to make any and all interest payments on the Notes which would be required to be made such environmental Liability provided by the Company under the Indenture, including, without limitation, any amounts of Additional Interest, the Optional Redemption Price, Liquidation Amount, the Special Redemption Price, Additional Tax Sums, or any other amount set forth in the Indenture or the Notesa third party. (c) All Parent Guarantee Payments made from time to time with respect to this Parent Guarantee Agreement shall be in U.S. dollars.

Parent Guarantee. (a) The Parent Guarantor irrevocably and unconditionally agrees to pay in full to the Note Holders and/or the Beneficiaries, as the case may be, the Parent Guarantee Payments (without duplication of amounts theretofore timely paid by or on behalf of the Company), as and when due, regardless of any defense (except for the defense of timely payment by the Company), right of set-off or counterclaim which the Company may have or assert. The Parent Guarantor’s obligation to make a Parent Guarantee Payment may be satisfied by direct payment of the required amounts by the Parent Guarantor to the Note Holders and/or the Beneficiaries, as the case may be, or by causing the Company to pay such amounts to the Note Holders and/or the Beneficiaries, as the case may be. The Parent Guarantor shall give prompt written notice to the Guarantee Trustee in the event the Parent Guarantor makes any direct payment to the Note Holders and/or the Beneficiaries, as the case may be. (b) The Parent Guarantor expressly agrees that the guarantee set forth in the immediately preceding paragraph includes, but is not limited to, the guarantee of the full and prompt payment of the Parent Guarantor’s obligation to make any and all interest payments on the Notes which would be required to be made by the Company under the Indenture, including, without limitation, any amounts of Additional Interest, the Optional Redemption Price, Liquidation Amount, the Special Redemption Price, Additional Tax Sums, or any other amount set forth in the Indenture or the NotesNote. (c) All Parent Guarantee Payments made from time to time with respect to this Parent Guarantee Agreement shall be in U.S. dollars.

Parent Guarantee. (a) The Parent Guarantor irrevocably and unconditionally agrees to pay in full to the Note Holders and/or the Beneficiaries, as the case may be, the Parent Guarantee Payments (without duplication of amounts theretofore timely paid by or on behalf of the Company), as and when due, regardless of any defense (except for the defense of timely payment by the Company), right of set-off or counterclaim which the Company may have or assert. The Parent Guarantor’s 's obligation to make a Parent Guarantee Payment may be satisfied by direct payment of the required amounts by the Parent Guarantor to the Note Holders and/or the BeneficiariesProperty Trustee, as the case may be, or by causing the Company to pay such amounts to the Note Holders and/or the Beneficiaries, as the case may be. The Parent Guarantor shall give prompt written notice to the Guarantee Trustee in the event the Parent Guarantor makes any direct payment to the Note Holders and/or the Beneficiaries, as the case may be. (b) The Parent Guarantor expressly agrees that the guarantee set forth in the immediately preceding paragraph includes, but is not limited to, the guarantee of the full and prompt payment of the Parent Guarantor’s 's obligation to make any and all interest payments on the Notes which would be required to be made by the Company under the Indenture, including, without limitation, any amounts of Additional Interest, the Optional Redemption Price, Liquidation Amount, the Special Redemption Price, Additional Tax Sums, or any other amount set forth in the Indenture or the NotesNote. (c) All Parent Guarantee Payments made from time to time with respect to this Parent Guarantee Agreement shall be in U.S. dollars.

Parent Guarantee. (a) The Parent Guarantor irrevocably and unconditionally agrees to pay in full to the Note Holders and/or the Beneficiaries, as the case may be, the Parent Guarantee Payments (without duplication of amounts theretofore timely paid by or on behalf of the Company), as and when due, regardless of any defense (except for the defense of timely payment by the Company), right of set-off or counterclaim which the Company may have or assert. The Parent Guarantor’s obligation to make a Parent Guarantee Payment may be satisfied by direct payment of the required amounts by the Parent Guarantor to the Note Holders and/or the Beneficiaries, as the case may be, or by causing the Company to pay such amounts to the Note Holders and/or the Beneficiaries, as the case may be. The Parent Guarantor shall give prompt written notice to the Guarantee Trustee in the event the Parent Guarantor makes any direct payment to the Note Holders and/or the Beneficiaries, as the case may be. (b) The Parent Guarantor expressly agrees that the guarantee set forth in the immediately preceding paragraph includes, but is not limited to, the guarantee of the full and prompt payment of the Parent Guarantor’s obligation to make any and all interest payments on the Notes which would be required to be made by the Company under the Indenture, including, without limitation, any amounts of Additional Interest, the Optional Redemption Price, Liquidation Amount, the Special Redemption Price, Additional Tax Sums, or any other amount set forth in the Indenture or the NotesNote. (c) All Parent Guarantee Payments made from time to time with respect to this Parent Guarantee Agreement shall be in U.S. dollarsdollars and shall be payable free and clear of, and without deduction or withholding for, or on account of, any and all present or future taxes, duties, assessments, levies and other governmental charges of any nature whatsoever now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of Bermuda or any other jurisdiction from which such payments are made, or any territory or political subdivision thereof, unless such deduction or withholding is required by law (“Foreign Taxes”). If by operation of law or otherwise, Foreign Taxes are required to be deducted or withheld from any amounts payable under this Parent Guarantee Agreement, the Parent Guarantor agrees to pay such additional amounts under this Guarantee Agreement (the “Additional Amounts”) as may be necessary to ensure that the net amount actually received by such Note Holder, Holder or Beneficiary, after deduction of any Foreign Taxes will not be less than equal the amount such Note Holder, Holder or Beneficiary would have received if Foreign Taxes had not been deducted or withheld from such payment; provided, however, that no Additional Amounts shall be so payable for or on account of: (i) any Foreign Taxes which would not have been imposed but for the fact that any Beneficiary, Note Holder or Holder: (A) had a present or former personal or business connection with Bermuda or any other jurisdiction from which payments are made, or any territory or political subdivision thereof (a “Foreign Jurisdiction”) other than by reason of the mere ownership of, or receipt of payment under, the Notes; (B) presented such Notes for payment in any Foreign Jurisdiction unless such Notes could not have been presented for payment elsewhere; or (C) presented a Note for payment more than fifteen (15) days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; or (ii) any Foreign Taxes which are imposed or withheld by reason of the failure by the Beneficiary, Note Holder or Holder (or beneficial owner of a Note or a Preferred Security) to comply in a timely manner with any reasonable and timely written request by the Parent Guarantor or its agent to provide information concerning the nationality, residence or identity of the Beneficiary, Note Holder or Holder (or Beneficial owner of a Note or a Preferred Security) or to make any declaration or other similar claim or satisfy any information, certification, identification, documentation or other reporting requirement, which in either case is required or imposed by statute, treaty, regulation or administrative practice of Bermuda or any province, territory or political subdivision thereof as a precondition to exemption from all or part of such Foreign Taxes; (iii) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge; or (iv) any Foreign Taxes which are payable otherwise than by withholding or deduction.

Parent Guarantee. (a) The Parent Guarantor irrevocably and unconditionally agrees to pay in full to the Note Holders and/or the Beneficiaries, as the case may be, the Parent Guarantee Payments (without duplication of amounts theretofore timely paid by or on behalf of the Company), as and when due, regardless of any defense (except for the defense of timely payment by the Company), right of set-off or counterclaim which the Company may have or assert. The Parent Guarantor’s obligation to make a Parent Guarantee Payment may be satisfied by direct payment of the required amounts by the Parent Guarantor to the Note Holders and/or the Beneficiaries, as the case may be, or by causing the Company to pay such amounts to the Note Holders and/or the Beneficiaries, as the case may be. The Parent Guarantor shall give prompt written notice to the Guarantee Trustee in the event the Parent Guarantor makes any direct payment to the Note Holders and/or the Beneficiaries, as the case may be. (b) The Parent Guarantor expressly agrees that the guarantee set forth in the immediately preceding paragraph includes, but is not limited to, the guarantee of the full and prompt payment of the Parent Guarantor’s obligation to make any and all interest payments on the Notes which would be required to be made by the Company under the Indenture, including, without limitation, any amounts of Additional Interest, the Optional Redemption Price, Liquidation Amount, the Special Redemption Price, Additional Tax Sums, or any other amount set forth in the Indenture or the Notes. (ci) All Parent Guarantee Payments made from time to time with respect to this Parent Guarantee Agreement shall be in U.S. dollars.

Parent Guarantee. (a) The Parent Guarantor irrevocably and unconditionally agrees to pay in full to the Note Holders and/or the Beneficiaries, as the case may be, the Parent Guarantee Payments (without duplication of amounts theretofore timely paid by or on behalf of the Company), as and when due, regardless of any defense (except for the defense of timely payment by the Company), right of set-off setoff or counterclaim which the Company or the Guarantor may have or assert. The Parent Guarantor’s obligation to make a Parent Guarantee Payment may be satisfied by direct payment of the required amounts by the Parent Guarantor to the Note Holders and/or the Beneficiaries, as the case may be, or by causing the Company to pay such amounts to the Note Holders and/or the Beneficiaries, as the case may beHolders. The Parent Guarantor shall give prompt written notice to the Guarantee Trustee in the event the Parent Guarantor makes any direct payment to the Note Holders and/or the Beneficiaries, as the case may beHolders. (b) The Parent Guarantor expressly agrees that the guarantee set forth in the immediately preceding paragraph includes, but is not limited to, the guarantee of the full and prompt payment of the Parent Guarantor’s obligation to make any and all interest and principal payments on the Notes which would be required to be made by the Company or the Guarantor under the Indenture, including, without limitation, any amounts of Additional Interest, the Optional Redemption Price, Liquidation Amount, the Special Redemption Price, Additional Tax Sums, or any other amount set forth in the Indenture or the NotesNote, including without limitation payments due in connection with any applicable Principal Hurdle Requirements, Distributions and Distribution Requirements of the Company or the Guarantor or any other payments on the Notes in connection with a Change of Control. (c) All Parent Guarantee Payments made from time to time with respect to this Parent Guarantee Agreement shall be in U.S. dollars.

Parent Guarantee. (a) The Parent Guarantor irrevocably and unconditionally agrees to pay in full to the Note Holders and/or the Beneficiaries, as the case may be, the Parent Guarantee Payments (without duplication of amounts theretofore timely paid by or on behalf of the Company), as and when due, regardless of any defense (except for the defense of timely payment by the Company), right of set-off or counterclaim which the Company may have or assert. The Parent Guarantor’s obligation to make a Parent Guarantee Payment may be satisfied by direct payment of the required amounts by the Parent Guarantor to the Note Holders and/or the BeneficiariesProperty Trustee, as the case may be, or by causing the Company to pay such amounts to the Note Holders and/or the Beneficiaries, as the case may be. The Parent Guarantor shall give prompt written notice to the Guarantee Trustee in the event the Parent Guarantor makes any direct payment to the Note Holders and/or the Beneficiaries, as the case may be. (b) The Parent Guarantor expressly agrees that the guarantee set forth in the immediately preceding paragraph includes, but is not limited to, the guarantee of the full and prompt payment of the Parent Guarantor’s obligation to make any and all interest payments on the Notes which would be required to be made by the Company under the Indenture, including, without limitation, any amounts of Additional Interest, the Optional Redemption Price, Liquidation Amount, the Special Redemption Price, Additional Tax Sums, or any other amount set forth in the Indenture or the NotesNote. (c) All Parent Guarantee Payments made from time to time with respect to this Parent Guarantee Agreement shall be in U.S. dollars.

Parent Guarantee. (a) The Parent Guarantor irrevocably and unconditionally agrees to pay in full to the Note Holders holders of the Debt Securities and/or the Beneficiaries, as the case may be, the Parent Guarantee Payments (without duplication of amounts theretofore timely paid by or on behalf of the Company), as and when due, regardless of any defense (except for the defense of timely payment by the Company), right of set-off or counterclaim which the Company may have or assert. The Parent Guarantor’s 's obligation to make a Parent Guarantee Payment may be satisfied by direct payment of the required amounts by the Parent Guarantor to the Note Holders and/or the Beneficiaries, as the case may be, Trust or by causing the Company to pay such amounts to the Note Holders and/or the Beneficiaries, as the case may beTrust. The Parent Guarantor shall give prompt written notice to the Guarantee Trustee in the event the Parent Guarantor makes any direct payment to the Note Holders and/or the Beneficiaries, as the case may beTrust hereunder. (b) The Parent Guarantor expressly agrees that the guarantee set forth in the immediately preceding paragraph includes, but is not limited to, the guarantee of the full and prompt payment of the Parent Guarantor’s 's obligation to make any and all interest payments on the Notes Debt Securities which would be required to be made by the Company under the Indenture, Indenture including, without limitation, any amounts of Additional Interest, the Optional Redemption Price, Liquidation Amount, the Special Redemption Price, Additional Tax Sums, Price or any other amount set forth in the Indenture or the NotesDebt Security. (c) All The Parent Guarantee Payments made from time Guarantor hereby also agrees to time with respect assume any and all Obligations, and, in the event any such Obligation is not so assumed, subject to this the terms and conditions hereof, the Parent Guarantee Agreement shall Guarantor hereby irrevocably and unconditionally guarantees to each Beneficiary the full payment, when and as due, of any and all Obligations to such Beneficiary. This Section 5.1 is intended to be in U.S. dollarsfor the Beneficiaries who have received notice hereof.

Parent Guarantee. (a) The Parent Guarantor irrevocably and unconditionally agrees to pay in full to the Note Holders and/or the Beneficiaries, as the case may be, the Parent Guarantee Payments (without duplication of amounts theretofore timely paid by or on behalf of the Company), as and when due, regardless of any defense (except for the defense of timely payment by the Company), right of set-off or counterclaim which the Company may have or assert. The Parent Guarantor’s obligation to make a Parent Guarantee Payment may be satisfied by direct payment of the required amounts by the Parent Guarantor to the Note Holders and/or the BeneficiariesProperty Trustee, as the case may be, or by causing the Company to pay such amounts to the Note Holders and/or the Beneficiaries, as the case may be. The Parent Guarantor shall give prompt written notice to the Guarantee Trustee in the event the Parent Guarantor makes any direct payment to the Note Holders and/or the Beneficiaries, as the case may be. (b) The Parent Guarantor expressly agrees that the guarantee set forth in the immediately preceding paragraph includes, but is not limited to, the guarantee of the full and prompt payment of the Parent Guarantor’s obligation to make any and all interest payments on the Notes which would be required to be made by the Company under the Indenture, including, without limitation, any amounts of Additional Interest, the Optional Redemption Price, Liquidation Amount, the Special Redemption Price, Additional Tax Sums, or any other amount set forth in the Indenture or the NotesNote. (c) All Parent Guarantee Payments made from time to time with respect to this Parent Guarantee Agreement shall be in U.S. dollars. (d) The Parent Guarantor also agrees to use all commercially reasonable efforts to meet the requirements to qualify, effective for the fiscal year ending December 2005 and all future fiscal years, as a real estate investment trust under the Code (as defined in the Indenture). (e) The Parent Guarantor shall not, and shall not permit any subsidiary to, for a period of one (1) month from the date of this Indenture, directly or indirectly, create, incur, assume, guarantee or otherwise become or remain directly or indirectly liable with respect to any (i) trust preferred securities (other than those relating to the Trust Securities) or (ii) any Unsecured Debt intended to be placed in a non-Affiliated structured finance vehicle whose assets are predominantly trust preferred instruments.

Parent Guarantee. (a) The Parent Guarantor irrevocably and unconditionally agrees to pay in full to the Note Holders and/or the Beneficiaries, as the case may be, the Parent Guarantee Payments (without duplication of amounts theretofore timely paid by or on behalf of the Company), as and when due, regardless of any defense (except for the defense of timely payment by the Company), right of set-off or counterclaim which the Company may have or assert. The Parent Guarantor’s obligation to make a Parent Guarantee Payment may be satisfied by direct payment of the required amounts by the Parent Guarantor to the Note Holders and/or the BeneficiariesProperty Trustee, as the case may be, or by causing the Company to pay such amounts to the Note Holders and/or the Beneficiaries, as the case may be. The Parent Guarantor shall give prompt written notice to the Guarantee Trustee in the event the Parent Guarantor makes any direct payment to the Note Holders and/or the Beneficiaries, as the case may be. (b) The Parent Guarantor expressly agrees that the guarantee set forth in the immediately preceding paragraph includes, but is not limited to, the guarantee of the full and prompt payment of the Parent Guarantor’s obligation to make any and all interest payments on the Notes which would be required to be made by the Company under the Indenture, including, without limitation, any amounts of Additional Interest, the Optional Redemption Price, Liquidation Amount, the Special Redemption Price, Additional Tax Sums, or any other amount set forth in the Indenture or the NotesNote. (c) All Parent Guarantee Payments made from time to time with respect to this Parent Guarantee Agreement shall be in U.S. dollars. (d) The Parent Guarantor also agrees to use all commercially reasonable efforts to meet the requirements to qualify, effective for the fiscal year ending December 2005 and all future fiscal years, as a real estate investment trust under the Code (as defined in the Indenture). (e) The Parent Guarantor shall not, and shall not permit any subsidiary to, for a period of three (3) months from the date of this Indenture, directly or indirectly, create, incur, assume, guarantee or otherwise become or remain directly or indirectly liable with respect to any (i) trust preferred securities (other than those relating to the Trust Securities) or (ii) any Unsecured Debt intended to be placed in a non-Affiliated structured finance vehicle whose assets are predominantly trust preferred instruments, except as permitted by the Letter Agreement, dated August 2, 2006 among the Parent Guarantor, Bear, Xxxxxxx & Co. Inc. and Taberna Securities, LLC.