Common use of Parent Guarantee Clause in Contracts

Parent Guarantee. The Parent hereby absolutely, unconditionally and irrevocably guarantees the payment and 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 or perform, punctually and fully, any of the Parent Obligations, the Parent shall pay or perform such Parent Obligations to the Company in full immediately upon demand. The Parent agrees that the obligations of the 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 of this Agreement and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Parent. The Parent has duly executed and delivered this Agreement, and assuming the due

Parent Guarantee. (a) The Parent hereby absolutelyGuarantor irrevocably and unconditionally agrees to pay in full to the Note Holders and/or the Beneficiaries, unconditionally and irrevocably guarantees as the payment and performance case may be, the Parent Guarantee Payments (without duplication of all amounts theretofore timely paid by or on behalf of the payment and other obligations of Purchaser and Merger Sub in this Agreement and the other Transaction Documents (the “Parent Obligations”Company), in each caseas and when due, when and to regardless of any defense (except for the extent thatdefense of timely payment by the Company), any such Parent Obligations shall become due and payable; provided, however, that right of set-off or counterclaim which the Parent shall be subject to the limitations set forth herein and shall succeed to all rights of Purchaser hereunderCompany 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 guaranty guarantee set forth in this Section 11.16 the immediately preceding paragraph includes, but is a present not limited to, the guarantee of the full and continuing guaranty prompt payment of payment the Parent Guarantor’s obligation to make any and not of collectability, and that all interest payments on the Company shall not Notes which would be required to prosecute collectionbe made by the Company under the Indenture, enforcement or other remedies against Purchaser including, without limitation, any amounts of Additional Interest, the Optional Redemption Price, Liquidation Amount, the Special Redemption Price, Additional Tax Sums, or any other Person, amount set forth in the Indenture or the Notes. (c) All Parent Guarantee Payments made from time 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 or perform, punctually and fully, any of the Parent Obligations, the Parent shall pay or perform such Parent Obligations to the Company in full immediately upon demand. The Parent agrees that the obligations of the Parent pursuant time with respect to this Section 11.16 Parent Guarantee Agreement 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 of this Agreement and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Parent. The Parent has duly executed and delivered this Agreement, and assuming the dueU.S. dollars.

Parent Guarantee. (a) The Parent hereby absolutelyGuarantor irrevocably and unconditionally agrees to pay in full to the Note Holders and/or the Beneficiaries, unconditionally and irrevocably guarantees as the payment and performance case may be, the Parent Guarantee Payments (without duplication of all amounts theretofore timely paid by or on behalf of the payment and other obligations of Purchaser and Merger Sub in this Agreement and the other Transaction Documents (the “Parent Obligations”Company), in each caseas and when due, when and to regardless of any defense (except for the extent thatdefense of timely payment by the Company), any such Parent Obligations shall become due and payable; provided, however, that right of set-off or counterclaim which the Parent shall be subject to the limitations set forth herein and shall succeed to all rights of Purchaser hereunderCompany 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 guaranty guarantee set forth in this Section 11.16 the immediately preceding paragraph includes, but is a present not limited to, the guarantee of the full and continuing guaranty prompt payment of payment the Parent Guarantor's obligation to make any and not of collectability, and that all interest payments on the Company shall not Notes which would be required to prosecute collectionbe made by the Company under the Indenture, enforcement or other remedies against Purchaser including, without limitation, any amounts of Additional Interest, the Optional Redemption Price, Liquidation Amount, the Special Redemption Price, Additional Tax Sums, or any other Person, amount set forth in the Indenture or the Note. (c) All Parent Guarantee Payments made from time 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 or perform, punctually and fully, any of the Parent Obligations, the Parent shall pay or perform such Parent Obligations to the Company in full immediately upon demand. The Parent agrees that the obligations of the Parent pursuant time with respect to this Section 11.16 Parent Guarantee Agreement 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 of this Agreement and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Parent. The Parent has duly executed and delivered this Agreement, and assuming the dueU.S. dollars.

Parent Guarantee. (a) The Parent hereby absolutelyGuarantor irrevocably and unconditionally agrees to pay in full to the Note Holders and/or the Beneficiaries, unconditionally and irrevocably guarantees as the payment and performance case may be, the Parent Guarantee Payments (without duplication of all amounts theretofore timely paid by or on behalf of the payment and other obligations of Purchaser and Merger Sub in this Agreement and the other Transaction Documents (the “Parent Obligations”Company), in each caseas and when due, when and to regardless of any defense (except for the extent thatdefense of timely payment by the Company), any such Parent Obligations shall become due and payable; provided, however, that right of set-off or counterclaim which the Parent shall be subject to the limitations set forth herein and shall succeed to all rights of Purchaser hereunderCompany 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 guaranty guarantee set forth in this Section 11.16 the immediately preceding paragraph includes, but is a present not limited to, the guarantee of the full and continuing guaranty prompt payment of payment the Parent Guarantor’s obligation to make any and not of collectability, and that all interest payments on the Company shall not Notes which would be required to prosecute collectionbe made by the Company under the Indenture, enforcement or other remedies against Purchaser including, without limitation, any amounts of Additional Interest, the Optional Redemption Price, Liquidation Amount, the Special Redemption Price, Additional Tax Sums, or any other Person, amount set forth in the Indenture or the Note. (c) All Parent Guarantee Payments made from time 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 or perform, punctually and fully, any of the Parent Obligations, the Parent shall pay or perform such Parent Obligations to the Company in full immediately upon demand. The Parent agrees that the obligations of the Parent pursuant time with respect to this Section 11.16 Parent Guarantee Agreement 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 of this Agreement and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Parent. The Parent has duly executed and delivered this Agreement, and assuming the dueU.S. dollars.

Parent Guarantee. The 5.16.1 Parent hereby absolutely, unconditionally and irrevocably guarantees to Seller the due and punctual payment and performance by Purchaser (and 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 hereunder shall become immediately due and 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 the payment Purchaser Guaranteed Obligations to Seller. Any and other all present and future debts and obligations of Purchaser to Parent are hereby waived and Merger Sub postponed in favor of, and subordinated to, the full payment and performance of the Purchaser Guaranteed Obligations. 5.16.4 Parent further agrees that this guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment of all or any part of the 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, bankruptcy or reorganization of Purchaser, or to Parent or the creditors of Parent or any representative of Parent or representative of the creditors of Parent upon the insolvency, bankruptcy or reorganization of Parent, or otherwise, all as though such payments had not been made. Parent 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 for its obligations hereunder, provided, that this sentence shall not apply to the extent that Seller has (a) coverage from Purchaser’s insurance in respect of the environmental Liabilities assumed by Purchaser or a third party under this Agreement and (b) the other Transaction Documents (the “Parent Obligations”), in each case, when and to the extent that, benefit of any indemnification against or assumption of 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 environmental Liability provided by 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 or perform, punctually and fully, any of the Parent Obligations, the Parent shall pay or perform such Parent Obligations to the Company in full immediately upon demand. The Parent agrees that the obligations of the 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 of this Agreement and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Parent. The Parent has duly executed and delivered this Agreement, and assuming the duethird party.

Parent Guarantee. The (a) Parent hereby Guarantor absolutely, unconditionally and irrevocably guarantees the full and prompt payment and performance of all covenants, obligations, liabilities and agreements of the Buyer set forth in this Agreement. The foregoing obligation of Parent Guarantor constitutes a continuing guarantee of payment and other obligations of Purchaser performance, and Merger Sub in this Agreement is 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 absolute and shall succeed to unconditional under any and all rights circumstances, including circumstances which might otherwise constitute a legal or equitable discharge of Purchaser hereundera guarantor. The Parent agrees that the guaranty guarantee set forth in this Section 11.16 10.16 is a present and continuing guaranty primary guarantee of payment performance and not just of collectabilitycollection. Neither Seller nor the Company shall be required to attempt to collect any obligation guaranteed hereunder from Buyer prior to enforcing its rights against Parent Guarantor. Parent Guarantor hereby waives (to the fullest extent permitted by applicable law) notice of acceptance of this guaranty and notice of any liability to which it may apply, and waives promptness, diligence, presentment, demand or payment, protest, notice of dishonor or nonpayment, suit or taking of other action by Seller or the Company against, any other notice to, any party liable thereon. The Parties entered into this Agreement in reliance upon this Section 10.16. Parent Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated hereby and that the Company shall not be required waivers and agreements by Parent Guarantor set forth in this Section 10.16 are knowingly made in contemplation of such benefits. (b) Parent Guarantor represents and warrants 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 or perform, punctually Buyer and fully, any of the Parent Obligations, the Parent shall pay or perform such Parent Obligations to the Company in full immediately upon demand. The Parent agrees that that: (i) the obligations of the 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 of this Agreement and the consummation of the transactions contemplated hereby, by Parent Guarantor have been duly authorized by all necessary corporate action on and do not contravene any provision of Parent Guarantor’s charter or similar organizational documents; (ii) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the part due execution, delivery and performance of this Agreement by Parent Guarantor have been obtained or made and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Agreement; (iii) this Agreement constitutes a legal, valid and binding obligation of Parent Guarantor enforceable against Parent Guarantor in accordance with its terms, except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the Parent. The court before which any proceeding thereof may be brought; and (iv) Parent has duly executed Guarantor has, and delivered will cause Buyer to have at the Closing, sufficient funds to consummate the transactions contemplated by this Agreement, including to pay all amounts required to be paid hereunder and assuming the duefees and expenses of Buyer related to the transactions contemplated hereby. (c) Parent Guarantor consents to the renewal, compromise, extension, acceleration or other changes in the time of payment of, or other changes in the obligations subject to, the guarantee set forth in Section 10.16 or any part thereof, in each case, to the extent Buyer has agreed to such change in writing in accordance with this Agreement. (d) Notwithstanding any other provision to the contrary contained herein, Parent Guarantor agrees to be bound by the terms and conditions of this ARTICLE X as if Parent Guarantor was a “Party.” * * * * *

Parent Guarantee. (a) The Parent hereby absolutelyGuarantor irrevocably and unconditionally agrees to pay in full to the Note Holders and/or the Beneficiaries, unconditionally and irrevocably guarantees as the payment and performance case may be, the Parent Guarantee Payments (without duplication of all amounts theretofore timely paid by or on behalf of the payment and other obligations of Purchaser and Merger Sub in this Agreement and the other Transaction Documents (the “Parent Obligations”Company), in each caseas and when due, when and to regardless of any defense (except for the extent thatdefense of timely payment by the Company), any such Parent Obligations shall become due and payable; provided, however, that right of set-off or counterclaim which the Parent shall be subject to the limitations set forth herein and shall succeed to all rights of Purchaser hereunderCompany 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 Property 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 guaranty guarantee set forth in this Section 11.16 the immediately preceding paragraph includes, but is a present not limited to, the guarantee of the full and continuing guaranty prompt payment of payment the Parent Guarantor’s obligation to make any and not of collectability, and that all interest payments on the Company shall not Notes which would be required to prosecute collectionbe made by the Company under the Indenture, enforcement or other remedies against Purchaser including, without limitation, any amounts of Additional Interest, the Optional Redemption Price, Liquidation Amount, the Special Redemption Price, Additional Tax Sums, or any other Person, amount set forth in the Indenture or the Note. (c) All Parent Guarantee Payments made from time to enforce or resort time with respect to any other rights or remedies hereunder, before calling on the this Parent for payment or performance. Guarantee Agreement shall be in U.S. dollars. (d) The Parent Guarantor also agrees that ifto use all commercially reasonable efforts to meet the requirements to qualify, effective for any reasonthe fiscal year ending December 2005 and all future fiscal years, Purchaser shall fail or be unable to pay or perform, punctually and fully, any of as a real estate investment trust under the Parent Obligations, Code (as defined in the Parent shall pay or perform such Parent Obligations to the Company in full immediately upon demand. Indenture). (e) The Parent agrees that the obligations of the Parent pursuant to this Section 11.16 Guarantor 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 tonot, and shall not be releasedpermit any subsidiary to, discharged or affected in any way by any circumstance or condition for a period of one (whether or not 1) month from the Parent shall have any knowledge thereof). The execution, delivery and performance by the Parent date of this Agreement and 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 consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Parent. The Parent has duly executed and delivered this Agreement, and assuming the dueTrust 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. The (a) Parent hereby Guarantor absolutely, unconditionally and irrevocably guarantees the full and prompt payment and performance of all covenants, obligations, liabilities and agreements of the Buyer set forth in this Agreement. The foregoing obligation of Parent Guarantor constitutes a continuing guarantee of payment and other obligations of Purchaser performance, and Merger Sub in this Agreement is 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 absolute and shall succeed to unconditional under any and all rights circumstances, including circumstances which might otherwise constitute a legal or equitable discharge of Purchaser hereundera guarantor. The Parent agrees that the guaranty guarantee set forth in this Section 11.16 10.16 is a present and continuing guaranty primary guarantee of payment performance and not just of collectabilitycollection. Neither Seller nor the Company shall be required to attempt to collect any obligation guaranteed hereunder from Buyer prior to enforcing its rights against Parent Guarantor. Parent Guarantor hereby waives (to the fullest extent permitted by applicable law) notice of acceptance of this guaranty and notice of any liability to which it may apply, and waives promptness, diligence, presentment, demand or payment, protest, notice of dishonor or nonpayment, suit or taking of other action by Seller or the Company against, any other notice to, any party liable thereon. The Parties entered into this Agreement in reliance upon this Section 10.16. Parent Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated hereby and that the Company shall not be required waivers and agreements by Parent Guarantor set forth in this Section 10.16 are knowingly made in contemplation of such benefits. (b) Parent Guarantor represents and warrants 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 or perform, punctually Buyer and fully, any of the Parent Obligations, the Parent shall pay or perform such Parent Obligations to the Company in full immediately upon demand. The Parent agrees that that: (i) the obligations of the 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 of this Agreement and the consummation of the transactions contemplated hereby, by Parent Guarantor have been duly authorized by all necessary corporate action on and do not contravene any provision of Parent Guarantor’s charter or similar organizational documents; (ii) all consents, approvals, authorizations, permits of, filings with and notifications to, any Governmental Entity necessary for the part due execution, delivery and performance of this Agreement by Parent Guarantor have been obtained or made and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any Governmental Entity is required in connection with the execution, delivery or performance of this Agreement; (iii) this Agreement constitutes a legal, valid and binding obligation of Parent Guarantor enforceable against Parent Guarantor in accordance with its terms, except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the Parent. The court before which any proceeding thereof may be brought; and (iv) Parent has duly executed Guarantor has, and delivered will cause Buyer to have at the Closing, sufficient funds to consummate the transactions contemplated by this Agreement, including to pay all amounts required to be paid hereunder and assuming the duefees and expenses of Buyer related to the transactions contemplated hereby. (c) Parent Guarantor consents to the renewal, compromise, extension, acceleration or other changes in the time of payment of, or other changes in the obligations subject to, the guarantee set forth in Section 10.16 or any part thereof, in each case, to the extent Buyer has agreed to such change in writing in accordance with this Agreement. (d) Notwithstanding any other provision to the contrary contained herein, Parent Guarantor agrees to be bound by the terms and conditions of this ARTICLE X as if Parent Guarantor was a “Party.”

Parent Guarantee. (a) The Parent hereby absolutelyGuarantor irrevocably and unconditionally agrees to pay in full to the Note Holders and/or the Beneficiaries, unconditionally and irrevocably guarantees as the payment and performance case may be, the Parent Guarantee Payments (without duplication of all amounts theretofore timely paid by or on behalf of the payment and other obligations of Purchaser and Merger Sub in this Agreement and the other Transaction Documents (the “Parent Obligations”Company), in each caseas and when due, when and to regardless of any defense (except for the extent thatdefense of timely payment by the Company), any such Parent Obligations shall become due and payable; provided, however, that right of set-off or counterclaim which the Parent shall be subject to the limitations set forth herein and shall succeed to all rights of Purchaser hereunderCompany 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 Property 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 guaranty guarantee set forth in this Section 11.16 the immediately preceding paragraph includes, but is a present not limited to, the guarantee of the full and continuing guaranty prompt payment of payment the Parent Guarantor’s obligation to make any and not of collectability, and that all interest payments on the Company shall not Notes which would be required to prosecute collectionbe made by the Company under the Indenture, enforcement or other remedies against Purchaser including, without limitation, any amounts of Additional Interest, the Optional Redemption Price, Liquidation Amount, the Special Redemption Price, Additional Tax Sums, or any other Person, amount set forth in the Indenture or the Note. (c) All Parent Guarantee Payments made from time 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 or perform, punctually and fully, any of the Parent Obligations, the Parent shall pay or perform such Parent Obligations to the Company in full immediately upon demand. The Parent agrees that the obligations of the Parent pursuant time with respect to this Section 11.16 Parent Guarantee Agreement 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 of this Agreement and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Parent. The Parent has duly executed and delivered this Agreement, and assuming the dueU.S. dollars.

Parent Guarantee. (a) The Parent hereby absolutelyGuarantor irrevocably and unconditionally agrees to pay in full to the Note Holders and/or the Beneficiaries, unconditionally and irrevocably guarantees as the payment and performance case may be, the Parent Guarantee Payments (without duplication of all 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 Note. (c) All Parent Guarantee Payments made from time to time with respect to this Parent Guarantee Agreement shall be in U.S. dollars 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 obligations governmental charges of Purchaser and Merger Sub in 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 and the other Transaction Documents (the “Parent ObligationsAdditional Amounts”)) as may be necessary to ensure that the net amount actually received by such Note Holder, in each caseHolder or Beneficiary, when and to after deduction of any Foreign Taxes will not be less than equal the extent thatamount such Note Holder, any Holder or Beneficiary would have received if Foreign Taxes had not been deducted or withheld from such Parent Obligations shall become due and payablepayment; provided, however, that the Parent no Additional Amounts shall be subject to so payable for or on account of: (i) any Foreign Taxes which would not have been imposed but for the limitations set forth herein and shall succeed to all rights of Purchaser hereunder. The Parent agrees fact that the guaranty set forth in this Section 11.16 is any Beneficiary, Note Holder or Holder: (A) had 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 former personal or business connection with Bermuda or any other Personjurisdiction from which payments are made, or to enforce any territory or resort to any political subdivision thereof (a “Foreign Jurisdiction”) other rights than by reason of the mere ownership of, or remedies hereunderreceipt of payment under, before calling on the Parent 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 performance. The Parent agrees that ifthe date on which payment thereof is duly provided for, for whichever occurs later; or (ii) any reason, Purchaser shall fail Foreign Taxes which are imposed or be unable to pay or perform, punctually and fully, any withheld by reason of the Parent Obligationsfailure by the Beneficiary, the Parent shall pay Note Holder or perform such Parent Obligations Holder (or beneficial owner of a Note or a Preferred Security) to the Company comply in full immediately upon demand. The Parent agrees that the obligations of the Parent pursuant to this Section 11.16 shall be primary obligations, shall not be subject to a timely manner with any counterclaim, set-off, abatement, deferment or defense based upon any claim that the Parent may have against the Company or any other Person, reasonable 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 timely written request by the Parent of this Agreement and Guarantor or its agent to provide information concerning the consummation nationality, residence or identity of the transactions contemplated herebyBeneficiary, have been duly authorized 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 necessary corporate action on the or part of the Parent. The Parent has duly executed and delivered this Agreementsuch Foreign Taxes; (iii) any estate, and assuming the dueinheritance, 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 hereby absolutelyGuarantor irrevocably and unconditionally agrees to pay in full to the Note Holders and/or the Beneficiaries, unconditionally and irrevocably guarantees as the payment and performance case may be, the Parent Guarantee Payments (without duplication of all amounts theretofore timely paid by or on behalf of the payment and other obligations of Purchaser and Merger Sub in this Agreement and the other Transaction Documents (the “Parent Obligations”Company), in each caseas and when due, when and to regardless of any defense (except for the extent thatdefense of timely payment by the Company), any such Parent Obligations shall become due and payable; provided, however, that right of set-off or counterclaim which the Parent shall be subject to the limitations set forth herein and shall succeed to all rights of Purchaser hereunderCompany 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 Property 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 guaranty guarantee set forth in this Section 11.16 the immediately preceding paragraph includes, but is a present not limited to, the guarantee of the full and continuing guaranty prompt payment of payment the Parent Guarantor’s obligation to make any and not of collectability, and that all interest payments on the Company shall not Notes which would be required to prosecute collectionbe made by the Company under the Indenture, enforcement or other remedies against Purchaser including, without limitation, any amounts of Additional Interest, the Optional Redemption Price, Liquidation Amount, the Special Redemption Price, Additional Tax Sums, or any other Person, amount set forth in the Indenture or the Note. (c) All Parent Guarantee Payments made from time to enforce or resort time with respect to any other rights or remedies hereunder, before calling on the this Parent for payment or performance. Guarantee Agreement shall be in U.S. dollars. (d) The Parent Guarantor also agrees that ifto use all commercially reasonable efforts to meet the requirements to qualify, effective for any reasonthe fiscal year ending December 2005 and all future fiscal years, Purchaser shall fail or be unable to pay or perform, punctually and fully, any of as a real estate investment trust under the Parent Obligations, Code (as defined in the Parent shall pay or perform such Parent Obligations to the Company in full immediately upon demand. Indenture). (e) The Parent agrees that the obligations of the Parent pursuant to this Section 11.16 Guarantor 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 tonot, 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 releasedplaced in a non-Affiliated structured finance vehicle whose assets are predominantly trust preferred instruments, discharged or affected in any way except as permitted by any circumstance or condition (whether or not the Letter Agreement, dated August 2, 2006 among the Parent shall have any knowledge thereof). The executionGuarantor, delivery Bear, ▇▇▇▇▇▇▇ & Co. Inc. and performance by the Parent of this Agreement and the consummation of the transactions contemplated herebyTaberna Securities, have been duly authorized by all necessary corporate action on the part of the Parent. The Parent has duly executed and delivered this Agreement, and assuming the dueLLC.

Parent Guarantee. (a) The Parent hereby absolutelyGuarantor irrevocably and unconditionally agrees to pay in full to the Note Holders and/or the Beneficiaries, unconditionally and irrevocably guarantees as the payment and performance case may be, the Parent Guarantee Payments (without duplication of all amounts theretofore paid by or on behalf of the payment and other obligations of Purchaser and Merger Sub in this Agreement and the other Transaction Documents (the “Parent Obligations”Company), in each caseas and when due, when and to regardless of any defense (except for the extent thatdefense of payment by the Company), any such Parent Obligations shall become due and payable; provided, however, that right of set- off or counterclaim which the Parent shall be subject to the limitations set forth herein and shall succeed to all rights of Purchaser hereunderCompany 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 guaranty guarantee set forth in this Section 11.16 the immediately preceding paragraph includes, but is a present not limited to, the guarantee of the full and continuing guaranty prompt payment of payment the Parent Guarantor's obligation to make any and not of collectability, all interest and that principal payments on the Company shall not Notes which would be required to prosecute collectionbe made by the Company under the Indenture, enforcement or other remedies against Purchaser including, without limitation, any amounts of Additional Interest, the Optional Redemption Price, Liquidation Amount, the Special Redemption Price, Additional Tax Sums, or any other Person, amount set forth in the Indenture or the Note. (c) All Parent Guarantee Payments made from time 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 or perform, punctually and fully, any of the Parent Obligations, the Parent shall pay or perform such Parent Obligations to the Company in full immediately upon demand. The Parent agrees that the obligations of the Parent pursuant time with respect to this Section 11.16 Parent Guarantee Agreement 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 of this Agreement and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Parent. The Parent has duly executed and delivered this Agreement, and assuming the dueU.S. dollars.

Parent Guarantee. (a) The Parent hereby absolutely, Guarantor irrevocably and unconditionally and irrevocably guarantees agrees to pay in full to the payment and performance of all holders of the payment and other obligations Debt Securities and/or the Beneficiaries, as the case may be, the Parent Guarantee Payments (without duplication of Purchaser and Merger Sub in this Agreement and amounts theretofore timely paid by or on behalf of the other Transaction Documents (the “Parent Obligations”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 Trust or by causing the Company to pay such amounts to the Trust. The Parent Guarantor shall give prompt written notice to the Guarantee Trustee in the event the Parent Guarantor makes any direct payment to the Trust 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 obligation to make any and all interest payments on the Debt Securities which would be required to be made by the Company under the Indenture including, without limitation, any amounts of Additional Interest, the Redemption Price, Special Redemption Price or any other amount set forth in the Indenture or the Debt Security. (c) The Parent Guarantor hereby also agrees to assume any and all Obligations, and, in the event any such Obligation is not so assumed, subject to the terms and conditions hereof, the Parent Guarantor hereby irrevocably and unconditionally guarantees to each caseBeneficiary the full payment, when and to the extent thatas due, of 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 or perform, punctually and fully, any of the Parent Obligations, the Parent shall pay or perform such Parent Obligations to such Beneficiary. This Section 5.1 is intended to be for the Company in full immediately upon demand. The Parent agrees that the obligations of the 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 Beneficiaries who 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 of this Agreement and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Parent. The Parent has duly executed and delivered this Agreement, and assuming the duereceived notice hereof.

Parent Guarantee. (a) The Parent hereby absolutelyGuarantor irrevocably and unconditionally agrees to pay in full to the Note Holders and/or the Beneficiaries, unconditionally and irrevocably guarantees as the payment and performance case may be, the Parent Guarantee Payments (without duplication of all amounts theretofore timely paid by or on behalf of the payment and other obligations of Purchaser and Merger Sub in this Agreement and the other Transaction Documents (the “Parent Obligations”Company), in each caseas and when due, when and to regardless of any defense (except for the extent thatdefense of timely payment by the Company), any such Parent Obligations shall become due and payable; provided, however, that right of set-off or counterclaim which the Parent shall be subject to the limitations set forth herein and shall succeed to all rights of Purchaser hereunderCompany 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 guaranty guarantee set forth in this Section 11.16 the immediately preceding paragraph includes, but is a present not limited to, the guarantee of the full and continuing guaranty prompt payment of payment the Parent Guarantor’s obligation to make any and not of collectability, and that all interest payments on the Company shall not Notes which would be required to prosecute collectionbe made by the Company under the Indenture, enforcement or other remedies against Purchaser including, without limitation, any amounts of Additional Interest, the Optional Redemption Price, Liquidation Amount, the Special Redemption Price, Additional Tax Sums, or any other Person, amount set forth in the Indenture or the Notes. (i) All Parent Guarantee Payments made from time 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 or perform, punctually and fully, any of the Parent Obligations, the Parent shall pay or perform such Parent Obligations to the Company in full immediately upon demand. The Parent agrees that the obligations of the Parent pursuant time with respect to this Section 11.16 Parent Guarantee Agreement 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 of this Agreement and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Parent. The Parent has duly executed and delivered this Agreement, and assuming the dueU.S. dollars.

Parent Guarantee. (a) The Parent hereby absolutelyGuarantor irrevocably and unconditionally agrees to pay in full to the Note Holders and/or the Beneficiaries, unconditionally and irrevocably guarantees as the payment and performance case may be, the Parent Guarantee Payments (without duplication of all amounts theretofore timely paid by or on behalf of the payment and other obligations of Purchaser and Merger Sub in this Agreement and the other Transaction Documents (the “Parent Obligations”Company), in each caseas and when due, when and to regardless of any defense (except for the extent thatdefense of timely payment by the Company), any such Parent Obligations shall become due and payable; provided, however, that right of set-off or counterclaim which the Parent shall be subject to the limitations set forth herein and shall succeed to all rights of Purchaser hereunderCompany 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 Property 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 guaranty guarantee set forth in this Section 11.16 the immediately preceding paragraph includes, but is a present not limited to, the guarantee of the full and continuing guaranty prompt payment of payment the Parent Guarantor's obligation to make any and not of collectability, and that all interest payments on the Company shall not Notes which would be required to prosecute collectionbe made by the Company under the Indenture, enforcement or other remedies against Purchaser including, without limitation, any amounts of Additional Interest, the Optional Redemption Price, Liquidation Amount, the Special Redemption Price, Additional Tax Sums, or any other Person, amount set forth in the Indenture or the Note. (c) All Parent Guarantee Payments made from time 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 or perform, punctually and fully, any of the Parent Obligations, the Parent shall pay or perform such Parent Obligations to the Company in full immediately upon demand. The Parent agrees that the obligations of the Parent pursuant time with respect to this Section 11.16 Parent Guarantee Agreement 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 of this Agreement and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Parent. The Parent has duly executed and delivered this Agreement, and assuming the dueU.S. dollars.

Parent Guarantee. (a) The Parent hereby absolutely, Guarantor irrevocably and unconditionally and irrevocably guarantees agrees to pay in full to the payment and performance Holders the Parent Guarantee Payments (without duplication of all amounts theretofore paid by or on behalf of the payment and other obligations of Purchaser and Merger Sub in this Agreement and the other Transaction Documents (the “Parent Obligations”Company), in each caseas and when due, when and to regardless of any defense (except for the extent thatdefense of payment by the Company), any such Parent Obligations shall become due and payable; provided, however, that right of setoff or counterclaim which the Parent shall be subject to Company or the limitations set forth herein and shall succeed to all rights of Purchaser hereunderGuarantor 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 Holders or by causing the Company to pay such amounts to the Holders. The Parent Guarantor shall give prompt written notice to the Guarantee Trustee in the event the Parent Guarantor makes any direct payment to the Holders. (b) The Parent Guarantor expressly agrees that the guaranty guarantee set forth in this Section 11.16 the immediately preceding paragraph includes, but is a present not limited to, the guarantee of the full and continuing guaranty prompt payment of payment the Parent Guarantor’s obligation to make any and not of collectability, all interest and that principal payments on the Company shall not Notes which would be required to prosecute collectionbe made by the Company or the Guarantor under the Indenture, enforcement or other remedies against Purchaser including, without limitation, any amounts of Additional Interest, the Optional Redemption Price, or any other Personamount set forth in the Indenture or the Note, or to enforce or resort to including without limitation payments due in connection with any other rights or remedies hereunderapplicable Principal Hurdle Requirements, 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 or perform, punctually Distributions and fully, any Distribution Requirements of the Parent Obligations, the Parent shall pay or perform such Parent Obligations to the Company in full immediately upon demand. The Parent agrees that the obligations of the 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 the Guarantor 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 of this Agreement and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action payments on the part Notes in connection with a Change of the Parent. The Control. (c) All Parent has duly executed and delivered Guarantee Payments made from time to time with respect to this Agreement, and assuming the dueParent Guarantee Agreement shall be in U.S. dollars.