Subordinated Guarantee Sample Contracts

SUBORDINATED GUARANTEE
Subordinated Guarantee • November 20th, 2015 • Manulife Financial Corp • Life insurance • Ontario

SUBORDINATED GUARANTEE made as of November 20, 2015, by Manulife Financial Corporation, a company incorporated under the Insurance Companies Act (Canada) (the “Guarantor”), in favour of the Holders (defined herein) of certain subordinated unsecured debentures designated the 3.181% Fixed/Floating Subordinated Debentures due 2027 (the “Debentures”) issued by The Manufacturers Life Insurance Company, a corporation amalgamated under Insurance Companies Act (Canada) (the “Corporation”) in favour of BNY Trust Company of Canada as trustee (together with its permitted successors and assigns, the “Trustee”) for the benefit of the Holders under the terms of a ninth supplemental indenture made as of the date hereof to the amended and restated trust indenture made as of November 18, 2011 between the Corporation and the Trustee, as supplemented (as the same may be further amended and supplemented from time to time, the “Indenture”).

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WITNESSETH:
Subordinated Guarantee • January 4th, 2010 • Manulife Financial Corp • Life insurance • Massachusetts
SUBORDINATED NEW GUARANTEE
Subordinated Guarantee • September 24th, 2010 • Sun Life Insurance & Annuity Co of New York • Life insurance • New York

SUBORDINATED NEW GUARANTEE (the "Subordinated Guarantee"), dated as of September 27, 2007, by SUN LIFE ASSURANCE COMPANY OF CANADA (U.S.), a corporation organized under the laws of the State of Delaware ("Sun Life U.S." or the "Guarantor"), in connection with certain deferred combination fixed and variable annuity contracts (together with any riders, endorsements, modifications or supplements thereto, the "Contracts") issued by SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK, a stock life insurance company organized under the laws of the State of New York ("Sun Life N.Y.").

SUBORDINATED OLD MVA GUARANTEE
Subordinated Guarantee • June 30th, 2005 • Hancock John Financial Services Inc • Life insurance • Massachusetts

SUBORDINATED OLD MVA GUARANTEE (the “Subordinated Guarantee”) dated as of June 29, 2005, by MANULIFE FINANCIAL CORPORATION, a corporation organized under the laws of Canada (“MFC” or the “Guarantor”), in connection with certain deferred combination fixed and variable annuity contracts (hereinafter, the “Contracts”) issued by JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY, a stock life insurance company organized under the laws of the Commonwealth of Massachusetts (“JHVLICO”).

Contract
Subordinated Guarantee • January 17th, 2012 • Sun Life Financial Inc • Life insurance • Ontario

THIS AMENDED AND RESTATED SUBORDINATED GUARANTEE (this “Subordinated Guarantee”) is made as of January 12, 2012 by Sun Life Financial Inc., a company incorporated under the Insurance Companies Act (Canada).

THIS SUBORDINATED GUARANTEE dated as of July 26, 2021; BY: BROOKFIELD PROPERTY PARTNERS L.P., an exempted limited partnership formed under the laws of Bermuda, (hereinafter referred to as “BPY”),
Subordinated Guarantee • July 26th, 2021 • Brookfield Property Partners L.P. • Real estate • Ontario

(hereinafter referred to as “Bermuda Holdco 6” and collectively with BPY, Property Partnership, CanHoldco, CanHoldco 2, Bermuda Holdco, Bermuda Holdco 2, Bermuda Holdco 4 and Bermuda Holdco 5 as the “Guarantors”),

SUBORDINATED GUARANTEE by Infineon Technologies AG, Munich, Federal Republic of Germany (the "Guarantor") in favour of the holders of the 4.25% Guaranteed Subordinated Convertible Notes of 2002/2007 in the aggregate principal amount of €1,000,000,000...
Subordinated Guarantee • December 4th, 2002 • Infineon Technologies Ag • Semiconductors & related devices

The Guarantor hereby unconditionally and irrevocably guarantees to the Noteholders (which expression shall, for the purposes of this Subordinated Guarantee, include any Noteholders under any additional Notes issued by the Issuer under § 20 of the Conditions (as defined below)) the due and punctual payment in accordance with the Terms and Conditions of the Notes (the "Conditions") of any and all sums expressed to be payable by the Issuer under the Notes.

SUBORDINATED GUARANTEE
Subordinated Guarantee • April 18th, 2003 • Converium Holding Ag • Blank checks

For value received, Converium AG and Converium Holding AG, corporations incorporated under Swiss law, having their registered offices at General Guisan-Quai 26, 8002 Zurich, Switzerland, and Baarerstrasse 8, 6300 Zug, Switzerland, respectively (herein called the “Guarantors”, which term includes any successor Person under the Indenture referred to in the Note upon which this Subordinated Guarantee is endorsed), jointly and severally, irrevocably and unconditionally agree, subject to the limitations set forth in this Subordinated Guarantee, to pay in full on a subordinated basis to the Holders of Notes from time to time, whether such rights under this Subordinated Guarantee are asserted by the Trustee or directly by any such Holder (without duplication of amounts theretofore paid by the Issuer or a Guarantor (including without duplication of amounts theretofore paid under the Subordinated Guarantee)), if, as and when due, regardless of any defense, right of setoff or counterclaim that t

SUBORDINATED GUARANTEE
Subordinated Guarantee • February 2nd, 2007 • Manulife Financial Corp • Life insurance • Ontario

SUBORDINATED GUARANTEE made as of the 29th day of January, 2007, by Manulife Financial Corporation, a company incorporated under the Insurance Companies Act (Canada) (the “Guarantor”), in favour of the Holders (defined herein) of certain subordinated debentures issued by The Manufacturers Life Insurance Company, a corporation amalgamated under Insurance Companies Act (Canada) (the “Corporation”) and in favour of CIBC Mellon Trust Company as trustee (including any successor pursuant to the terms of the Indenture (as defined herein), the “Trustee”), under the terms of a trust indenture made as of February 16, 2001, as the same may be amended and supplemented in accordance with the terms thereof (the “Indenture”) between the Corporation and the Trustee on behalf of the Holders of the Corporation’s 6.24% subordinated debentures due February 16, 2016 (first redeemable February 16, 2011) (the “Debentures”).

SUBORDINATED OLD NOTE GUARANTEE
Subordinated Guarantee • July 8th, 2005 • Hancock John Life Insurance Co • Life insurance • New York

SUBORDINATED OLD NOTE GUARANTEE (the “Subordinated Guarantee”) dated as of July 8, 2005, by MANULIFE FINANCIAL CORPORATION, a corporation organized under the laws of Canada (“MFC” or the “Guarantor”), in favor of the holders of certain notes or other evidence of indebtedness issued by John Hancock Life Insurance Company (“JHLICO”) prior to July 8, 2005 under its so called Signature Notes program (hereinafter referred to as the “Old Notes”) and in favor of JPMORGAN CHASE BANK, N.A., as Trustee (the “Trustee”) under a certain Indenture between JHLICO and the Trustee dated as of June 15, 2002, as supplemented and amended, (the “Indenture”) for the benefit of the holders of the Old Notes.

SUBORDINATED GUARANTEE by Infineon Technologies AG Munich, Federal Republic of Germany (the "Guarantor") in favour of the holders of the 5% Guaranteed Subordinated Convertible Notes of 2003/2010 in the aggregate principal amount of €700,000,000 (the...
Subordinated Guarantee • November 21st, 2003 • Infineon Technologies Ag • Semiconductors & related devices

The Guarantor hereby, subject to § 7(5) through § 7(12) of the Conditions of the Issue of the Notes (the "Conditions") and the provisions below, unconditionally and irrevocably guarantees to the Noteholders (which expression shall, for the purposes of this Subordinated Guarantee, include any Noteholders under any additional Notes issued by the Issuer under § 20 of the Conditions the due and punctual payment in accordance with the Conditions of any and all sums expressed to be payable by the Issuer under the Notes.

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