Kilroy Realty Corporation, a Maryland corporation (hereinafter referred to as the Guarantor, which term includes any successor under the Indenture referred to below), hereby irrevocably and unconditionally guarantees on a senior basis on the terms set forth in the Indenture, the Guarantee Obligations, which include (i) the due and punctual payment of the principal of and premium, if any, and Interest (including the Redemption Price upon redemption pursuant to Article Eleven of the Indenture) on the 2.500% Senior Notes due 2032 (the Notes) of Kilroy Realty, L.P., a Delaware limited partnership (the Company, which term includes any successor thereto under the Indenture), whether at Stated Maturity, upon acceleration, upon redemption or otherwise, the due and punctual payment of Interest on any overdue principal and (to the extent permitted by law) any overdue premium, if any, and Interest on the Notes, and the due and punctual performance of all other obligations of the Company to the Holders of the Notes or the Trustee all in accordance with the terms set forth in Article Sixteen of the Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration, call for redemption or otherwise.
This Guarantee has been issued under and pursuant to an Indenture, dated as of March 1, 2011 (the Base Indenture), among the Company, the Guarantor and U.S. Bank National Association, as trustee (herein called the Trustee, which term includes any successor thereto under the Indenture), as supplemented by the Supplemental Indenture, dated as of July 5, 2011 (the First Supplemental Indenture; the Base Indenture, as amended and supplemented by the First Supplemental Indenture and as the same may be further amended and supplemented from time to time, is hereinafter called the Indenture), among the Company, the Guarantor and the Trustee and the Officers Certificate of the Company and the Guarantor dated August 12, 2020, delivered pursuant to Sections 102, 201, 301 and 303 of the Indenture (the Officers Certificate). Terms (whether or not capitalized) that are defined in the Indenture and used but not otherwise defined in this Guarantee shall have the respective meanings ascribed thereto in the Indenture.
The obligations of the Guarantor to the Holders of the Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Sixteen of the Indenture and reference is hereby made to such Indenture for the precise terms of this Guarantee.
Without limitation to the provisions of Article Sixteen of the Indenture, the Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a proceeding first against the Company, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever.
No recourse under or upon any obligation, covenant or agreement contained in the Indenture or the Notes, or because of any indebtedness evidenced thereby, shall be had against any past, present or future stockholder, employee, officer or director, as such, of the Company, the General Partner or the Guarantor or of any successor, either directly or through the Company, the General Partner or the Guarantor or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Notes by the Holders and as part of the consideration for the issue of the Notes.
This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor and its successors until full and final payment of all of the Companys obligations under the Notes and Indenture or until legally discharged in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of the Notes, and, in the event of any transfer or assignment of rights by any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collection.