Common use of Guarantee of Obligations Clause in Contracts

Guarantee of Obligations. (a) Each Guarantor hereby (i) guarantees, as principal obligor and not as surety only, to the Banks the prompt payment of the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances and all other obligations of each Borrower to the Banks and the Agent under this Agreement when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement and the Notes, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations of the Borrowers hereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes to be performed or observed on the part of each Borrower, (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bank, and (iv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations"). (b) If for any reason any duty, agreement or obligation of any Borrower contained in this Agreement shall not be performed or observed by any Borrower as provided therein, or if any amount payable under or in connection with this Agreement shall not be paid in full when the same becomes due and payable, each Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks regardless of any defense or setoff or counterclaim which any Borrower may have or assert, and regardless of any other condition or contingency.

Guarantee of Obligations. (aA) Each Guarantor The Company hereby (i) guarantees, as principal obligor and not as surety only, to the Banks the prompt payment of the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances Loans and all other obligations of each Borrower Masco Europe to the Banks and the Agent under this Agreement when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement and the Notes, including, without limitation, fees, reimbursement obligations, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations of the Borrowers Masco Europe hereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes to be performed or observed on the part of each Borrower, Masco Europe and (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bank, and (iv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantor Company hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations"). (bB) If for any reason any duty, agreement or obligation of any Borrower Masco Europe contained in this Agreement shall not be performed or observed by any Borrower Masco Europe as provided therein, or if any amount payable under or in connection with this Agreement shall not be paid in full when the same becomes due and payable, each Guarantor the Company undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks regardless of any defense or setoff or counterclaim which any Borrower Masco Europe may have or assert, and regardless of any other condition or contingency.

Guarantee of Obligations. (a) Each The Guarantor hereby absolutely, irrevocably and unconditionally guarantees that (i) guarantees, as principal obligor and not as surety only, all sums of whatever character stated in the Lease to be payable by the Tenant to the Banks the prompt payment of the principal of and Landlord or any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances and all other obligations of each Borrower to the Banks and the Agent under this Agreement party will be promptly paid in full when due, whether upon default, by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement provisions thereof, and the Notes, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations of the Borrowers hereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees Tenant will perform and observe each other agreement, covenant, term and condition in the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes Lease to be performed or observed on the part of each Borrower, by Tenant (iii) guarantees the prompt collectively an "agreement"). This Guaranty is unconditional and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bankabsolute, and (iv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations"). (b) If if for any reason any duty, agreement or obligation of any Borrower contained in this Agreement shall not be performed or observed by any Borrower as provided therein, or if any amount payable under or in connection with this Agreement such sum shall not be paid in full promptly when due or any such agreement is not performed by Tenant, the same becomes due and payable, each Guarantor undertakes will immediately pay such sum or perform such agreement to perform or cause to be performed promptly each for the benefit of such duties, agreements and obligations and to pay forthwith each such amount the person entitled thereto pursuant to the Agent for the account provisions of the Banks Lease, as may be applicable, as if such sum or agreement constituted the direct and primary obligation of the Guarantor, regardless of any defense defenses or rights of setoff or counterclaim counterclaims which any Borrower Tenant may have or assert, (including without limitation the limitation on damage arising out of a rejection of the Lease by Tenant, or a trustee appointed for Tenant, in any subsequent bankruptcy case codified at 11 U.S.C. ss.502 (b)(6), and regardless of whether any person shall have taken any steps against Tenant or any other person to collect such sum or enforce such agreement, and regardless of any other condition or contingency. (b) All such agreements, covenants, terms and conditions to be performed and observed, and all sums to be paid, as provided in Paragraph 1(a) above, together with all costs incurred by Landlord in the collection of any amounts due under, or in the enforcement of any of the terms of, the Lease, including without limitation reasonable attorneys' fees, are hereinafter sometimes called the "Obligations".

Guarantee of Obligations. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees and promises, as primary obligor and not merely as surety, intending to be jointly and severally bound, to Lessor and Owner Participant (i) guaranteesthe due and punctual observance and performance by Lessee of each and every duty, as principal obligor obligation, agreement, covenant and not as surety only, condition on Lessee’s part to be observed or performed pursuant to the Banks Lease and each of the prompt other Operative Documents to which Lessee is a party (each, a “Guaranteed Document”, and collectively, the “Guaranteed Documents”), and (ii) the due and punctual payment of the principal of and any and all accrued amounts required to be paid by Lessee to Lessor, Owner, Owner Participant and unpaid interest each Financing Party (including interest which otherwise may cease each a “Guaranteed Party” and collectively, the “Guaranteed Parties”) in respect of the Guaranteed Documents, as fully as if the undersigned were a party to accrue said Guaranteed Documents (collectively, the “Obligations”). Guarantor acknowledges that it is fully aware of the terms and conditions of and the transactions contemplated by operation of the Guaranteed Documents. Guarantor hereby agrees that, in the event that Lessee fails to pay any insolvency law, rule, regulation or interpretation thereof) Obligation for any reason on the Advances and all other obligations of each Borrower date on which such Obligation is required to the Banks and the Agent under this Agreement when duebe paid, whether by scheduled maturity, acceleration or otherwise, all Guarantor will pay or cause to be paid such Obligation at the time specified in the Guaranteed Documents, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will promptly be paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of this Agreement and such extension or renewal (it being the Notesintention hereof that Guarantor shall promptly pay to the applicable Guaranteed Party, includingas a payment obligation directly due from Guarantor to such Guaranteed Party, without limitationamounts equal to all amounts due to such Guaranteed Party that Lessee shall fail to pay when due under the Guaranteed Documents, default interestwhether by acceleration or otherwise). Guarantor hereby agrees that, indemnification payments and all reasonable costs and expenses incurred by in the Banks and event that Lessee fails to perform any other Obligation for any reason on the Agent in connection with enforcing any obligations of the Borrowers hereunderdate on which such Obligation is required to be performed, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes Guarantor will cause such Obligation to be performed or observed on the part of each Borrower, (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bank, and (iv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations"). (b) If for any reason any duty, agreement or obligation of any Borrower contained in this Agreement shall not be performed or observed by any Borrower as provided therein, or if any amount payable under or in connection with this Agreement shall not be paid in full when the same becomes due and payable, each Guarantor undertakes to perform or cause to be performed by Lessee under the Guaranteed Documents, and that in the case of any extension of time of performance or renewal of any of the Obligations, the same will promptly each be performed on the date performance is due (whether by extension or otherwise) in accordance with the terms of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks regardless of any defense extension or setoff or counterclaim which any Borrower may have or assert, and regardless of any other condition or contingencyrenewal.

Guarantee of Obligations. (a) Each The Guarantor hereby (i) guarantees, as principal obligor and not as surety only, to the Banks the prompt payment of the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on (x) the Advances made to any of the Borrowing Subsidiaries, (y) reimbursement of all amounts due to the Banks upon issuance of letters of credit for the benefit of any of the Borrowing Subsidiaries, and (z) all other loans or advances by any Bank to any of the Borrowing Subsidiaries, or other obligations of each Borrower any of the Borrowing Subsidiaries to the Banks Agent and the Agent under this Agreement Banks, including without limitation foreign exchange loans and advances which are not made pursuant to the terms of the Credit Agreement, all when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this the Credit Agreement or such other documents or instruments evidencing such loans, advances or obligations (the "Other Loan Documents"), and any and all other amounts which may be payable by any of the Borrowing Subsidiaries to any Bank or the Agent in connection with or pursuant to the Credit Agreement and the NotesOther Loan Documents, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations of the Borrowers hereunderBorrowing Subsidiaries thereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this the Credit Agreement and the Notes Other Loan Documents to be performed or observed on the part of each Borrower, (iii) guarantees any of the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any BankBorrowing Subsidiaries, and (iviii) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations", and the Credit Agreement and the Other Loan Documents are sometimes collectively referred to as the "Credit Agreements"). (ba) If for any reason any duty, agreement or obligation of any Borrower of the Borrowing Subsidiaries contained in this Agreement the Credit Agreements shall not be performed or observed by any Borrower the relevant Borrowing Subsidiary as provided therein, or if any amount payable under or in connection with this Agreement the Credit Agreements shall not be paid in full when the same becomes due and payable, each the Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks regardless of any defense or setoff or counterclaim which any Borrower of the Borrowing Subsidiaries may have or assert, and regardless of any other condition or contingency. (b) The date and amount of advances of principal made by the Banks in respect of the Loans made to the Borrowing Subsidiaries and the aggregate principal amount thereof and accrued interest thereon shown upon the books and records of each respective Bank and in any certificate delivered by any Bank to the Guarantor in respect thereof, shall be prima facie evidence of the principal amount and accrued interest owing and unpaid on such Loans. The failure to record any such information on such books and records shall not, however, limit or otherwise affect the obligations of any of the Borrowing Subsidiaries to repay the principal amount of such Loans together with accrued interest thereon or the obligations of the Guarantor hereunder with respect thereto.

Guarantee of Obligations. (a) Each Guarantor hereby (i) guarantees, as principal obligor and not as surety only, to the Banks Lenders the prompt payment of the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances and all other obligations of each the Borrower and the Borrowing Subsidiary to the Banks Lenders and the Agent under this Agreement the Credit Agreement, the Notes, the Letters of Credit, the Security Documents and the Swap Documents when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement the Credit Agreement, the Swap Documents, the Notes and the Notesother Operative Documents, including, without limitation, default interest, all reimbursement obligations in respect of any letters of credit, indemnification payments and all reasonable costs and expenses incurred by the Banks Lenders and the Agent in connection with enforcing any obligations of the Borrowers hereunderBorrower and the Borrowing Subsidiary thereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes any Operative Document to be performed or observed on the part of each Borrower, the Borrower and the Borrowing Subsidiary and (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bank, and (iv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks Lenders or the Agent in connection with enforcing the obligations of the any Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations"). (b) If for any reason any duty, agreement or obligation of any the Borrower or the Borrowing Subsidiary contained in this Agreement any Operative Document shall not be performed or observed by any the Borrower or the Borrowing Subsidiary as provided therein, or if any amount payable under or in connection with this Agreement any Operative Document shall not be paid in full when the same becomes due and payable, each Guarantor undertakes undertakes, but without duplication, to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks Lenders regardless of any defense or setoff or counterclaim which any the Borrower or the Borrowing Subsidiary or the Guarantor may have or assert, and regardless of any other condition or contingency.

Guarantee of Obligations. (a) Each The Guarantor hereby (i) guarantees, as principal obligor and not as surety only, to the Banks and the Agent the prompt payment of the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances Loans made to any of the Borrowers and all other loans or advances by any Bank to any of the Borrowers, or other obligations of each Borrower any of the Borrowers to the Banks Agent and the Agent under this Agreement Banks, including without limitation foreign exchange loans and advances which are not made pursuant to the terms of the Loan Agreement, all when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement the Loan Agreements and any and all other present or future amounts which may be payable by any of the NotesBorrowers to any Bank or the Agent at any time in connection with or pursuant to the Loan Documents, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations of the Borrowers hereunderthereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes each Loan Document to be performed or observed on the part of each Borrower, (iii) guarantees any of the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any BankBorrowers, and (iviii) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing described in (i), (ii) and (iii) whether now existing or hereafter arising, being collectively referred to as the "Guaranteed Obligations"). (b) If for any reason any duty, agreement or obligation of any Borrower of the Borrowers contained in this Agreement the Loan Agreements shall not be performed or observed by any the relevant Borrower as provided therein, or if any amount payable under or in connection with this Agreement the Loan Agreements shall not be paid in full when the same becomes due and payable, each the Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks regardless of any defense or setoff or counterclaim which any Borrower of the Borrowers may have or assert, and regardless of any other condition or contingency. (c) The date and amount of the Guaranteed Obligations shown upon the books and records of each respective Bank and in any certificate delivered by any Bank to the Guarantor in respect thereof shall be prima facie evidence of the amount owing and unpaid the Guaranteed Obligations. The failure to record any such information on such books and records shall not, however, limit or otherwise affect the obligations of any of the Borrowers to repay the Guaranteed Obligations or the obligations of the Guarantor hereunder with respect thereto.

Guarantee of Obligations. (a) Each Guarantor The Company hereby (i) guarantees, as principal obligor and not as surety only, to the Banks the prompt payment of the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances and all other obligations of each Borrower the Borrowing Subsidiaries to the Banks and the Agent under this Agreement when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement and the Notes, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations of the Borrowers Borrowing Subsidiaries hereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes to be performed or observed on the part of each Borrower, the Borrowing Subsidiaries and (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bank, and (iv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantor Company hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations"). (b) If for any reason any duty, agreement or obligation of any Borrower Borrowing Subsidiary contained in this Agreement shall not be performed or observed by any Borrower Borrowing Subsidiary as provided therein, or if any amount payable under or in connection with this Agreement shall not be paid in full when the same becomes due and payable, each Guarantor the Company undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks regardless of any defense or setoff or counterclaim which any Borrower Borrowing Subsidiary may have or assert, and regardless of any other condition or contingency.

Guarantee of Obligations. (a) Each Guarantor hereby (i) guarantees, as principal obligor guarantees to Landlord the full and not as surety only, to the Banks the prompt payment when due of all Basic Rent (as defined in the principal of Lease), Additional Rent (as defined in the Lease) and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue other charges payable by operation of any insolvency lawTenant under the Lease, rule, regulation or interpretation thereof) on the Advances and all other obligations of each Borrower to the Banks and the Agent under this Agreement when due, whether by scheduled maturity, acceleration or otherwise, full and prompt performance of all in accordance with the terms of this Agreement covenants and the Notes, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations of the Borrowers hereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes conditions therein provided to be performed or observed on by Tenant (the part of each Borrower, (iii) guarantees the prompt "Obligations"); and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bank, and (iv) agrees Guarantor does hereby become surety to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel (Landlord for all of the foregoing being collectively referred to as the "Guaranteed Obligations"). (b) If for a default (after giving effect to any reason applicable notice and cure periods set forth in the Lease) shall at any dutytime be made by Tenant, agreement or obligation its successors and assigns, in the payment of any Borrower such rent or other charges payable by Tenant under the Lease or in performance of any of the covenants or conditions contained in this Agreement the Lease, Guarantor shall not be performed forthwith pay such rent or observed other charges to Landlord and any arrears thereof, and will forthwith faithfully perform all of such covenants and conditions, and will forthwith pay to Landlord all damages and expenses actually incurred by Landlord that arise out of such default by Tenant, its successors and assigns, under the Lease (including, without limitation, all reasonable attorneys' fees incurred by Landlord or caused by any Borrower such default or by the enforcement of this Guaranty and all late charges incurred by Landlord under the Loan (hereafter defined). So long as provided thereinthe Indenture (hereafter defined) has not been discharged or the Loan has not been repaid in full, all payments due from Guarantor to Landlord hereunder shall be made by Guarantor to Lender in accordance with section 15 hereof. After the Indenture has been discharged and the Loan has been repaid in full, Guarantor shall make all payments due to Landlord hereunder by wire transfer in immediately available funds into the account specified by Landlord by notice to Guarantor under section 8 hereof or if any amount payable under no such account has been specified, by check delivered to Landlord at its address shown in the Lease. (c) In addition, in case the Lease shall be terminated, modified or in connection with this Agreement any way affected as a result of the rejection or disaffirmance thereof in any bankruptcy, insolvency, reorganization, dissolution or similar proceeding, Guarantor's obligations hereunder shall not be paid in full when continue to the same becomes due extent as if the Lease had not been so terminated, modified, rejected or disaffirmed. Guarantor waives all rights and payablebenefits which might accrue to it by reason of any such proceeding, each and Guarantor undertakes to perform or cause to agrees that it shall be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent liable for the account full amount of the Banks regardless Obligations without regard to any limitation or discharge of liability of Tenant that may result from any defense or setoff or counterclaim which any Borrower may have or assert, and regardless of any other condition or contingencysuch proceeding.

Guarantee of Obligations. (a) Each Guarantor hereby (i) guarantees, as principal obligor and not as surety only, to the Banks Lenders the prompt payment of the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances and all other obligations of each Borrower the Company to the Banks Lenders and the Agent under this Agreement the Loan Documents when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement and the NotesLoan Documents, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks Lenders and the Agent in connection with enforcing any obligations of the Borrowers Company hereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes to be performed or observed on the part of each Borrowerthe Company, (iii) guarantees guarantees, as principal obligor not as surety only, to the Lenders the prompt and complete payment of all obligations and performance of all covenants of any Borrower under obligation or other liability pursuant to any interest rate Hedging Contract among the Company or currency swap agreements or similar transactions any Guarantor with any BankLender, and (iv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks Lenders or the Agent in connection with enforcing the obligations of the Guarantor Guarantors hereunder, including, without limitation, the reasonable fees and disbursements of counsel counsel, in all cases described in this clause (a) whether now owing or outstanding or at any time hereafter owing or outstanding (all of the foregoing being collectively referred to as the "Guaranteed Obligations"). (b) If for any reason any duty, agreement or obligation of any Borrower the Company contained in this Agreement shall not be performed or observed by any Borrower the Company as provided therein, or if any amount payable under or in connection with this Agreement shall not be paid in full when the same becomes due and payable, each Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks Lenders regardless of any defense or setoff or counterclaim which any Borrower the Company may have or assert, and regardless of any other condition or contingency.

Guarantee of Obligations. (a) Each Guarantor hereby hereby, jointly and severally, (i) guarantees, as principal obligor and not as surety only, to the Banks Agent and the Lenders the prompt payment of the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances and all other obligations of each Borrower the Company to the Banks Lenders and the Agent under this the Credit Agreement when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this the Credit Agreement and the Notes, including, without limitation, default interest, all reimbursement obligations under any letters of credit, indemnification payments and all reasonable costs and expenses incurred by the Banks Lenders and the Agent in connection with enforcing any obligations of the Borrowers hereunderCompany thereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes any Operative Document to be performed or observed on the part of each Borrowerthe Company and any monies expended by any Lender or the Agent therewith, and (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of the Company or any Borrower Subsidiary in connection with Swaps relating to indebtedness under the Credit Agreement (including any interest rate accruing subsequent to any petition filed by or currency swap agreements against the Company or similar transactions with any BankSubsidiary under the U.S. Bankruptcy Code, whether or not allowed), indemnity and reimbursement obligations, charges, expenses, fees, reasonable attorneys' fees and disbursements and any other amounts owing under the Loan Documents, including, without limitation, all renewals, extensions, refinancings, refundings, amendments and modifications of any of the obligations in clauses (i) through (iii) above, and (iv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks Lenders or the Agent in connection with enforcing the obligations of the any Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations"). (b) If for any reason any duty, agreement or obligation of any Borrower the Company contained in this Agreement any Operative Document shall not be performed or observed by any Borrower the Company as provided therein, or if any amount payable under or in connection with this Agreement any Operative Document shall not be paid in full when the same becomes due and payable, each Guarantor undertakes undertakes, but without duplication, to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks Lenders regardless of any defense or setoff or counterclaim which any Borrower the Company may have or assert, and regardless of any other condition or contingency.

Guarantee of Obligations. (a) Each Guarantor The Company hereby (i) guarantees, as principal obligor and not as surety only, to the Banks Lenders the prompt payment of the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances and all other obligations of each Borrower the Borrowing Subsidiaries to the Banks Lenders and the Agent under this Agreement when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement and the Notes, including, without limitation, fees, reimbursement obligations, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks Lenders and the Agent in connection with enforcing any obligations of the Borrowers Borrowing Subsidiaries hereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes to be performed or observed on the part of each Borrower, the Borrowing Subsidiaries and (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bank, and (iv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks Lenders or the Agent in connection with enforcing the obligations of the Guarantor Company hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations"). (b) If for any reason any duty, agreement or obligation of any Borrower Borrowing Subsidiary contained in this Agreement shall not be performed or observed by any Borrower Borrowing Subsidiary as provided therein, or if any amount payable under or in connection with this Agreement shall not be paid in full when the same becomes due and payable, each Guarantor the Company undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks Lenders regardless of any defense or setoff or counterclaim which any Borrower Borrowing Subsidiary may have or assert, and regardless of any other condition or contingency.

Guarantee of Obligations. (a) Each Guarantor hereby (i) guarantees, as principal obligor and not as surety only, to the Banks Bank the prompt payment of the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances Advances, all Rate Hedging Obligations owing to the Bank and all other obligations of each Borrower the Company to the Banks and the Agent Bank under this Agreement when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement Agreement, the Note, and any Rate Hedging Agreements with the NotesBank, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent Bank in connection with enforcing any obligations of the Borrowers Company hereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement Agreement, the Note and any Rate Hedging Agreements with the Notes Bank to be performed or observed on the part of each Borrower, the Company and (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bank, and (iv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent Bank in connection with enforcing the obligations of the Guarantor Guarantors hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed ---------- Obligations").. ----------- (b) If for any reason any duty, agreement or obligation of any Borrower the Company contained in this Agreement shall not be performed or observed by any Borrower the Company as provided therein, or if any amount payable under or in connection with this Agreement shall not be paid in full when the same becomes due and payable, each Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks Bank regardless of any defense or setoff or counterclaim which any Borrower the Company may have or assert, and regardless of any other condition or contingency.

Guarantee of Obligations. (a) Each The Guarantor hereby (i) guarantees, as principal obligor and not as surety only, to the Banks Bank the prompt payment of the principal of and any and 57 all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances and Loans and all other obligations of each Borrower the Borrowers to the Banks and Bank under the Agent under this Agreement Agreements when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement the Agreements and the Notes, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent Bank in connection with enforcing any obligations of the Borrowers hereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement the Agreements and the Notes to be performed or observed on the part of each Borrower, the Borrowers and (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bank, and (iv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent Bank in connection with enforcing the obligations of the Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations"). (b) If for any reason any duty, agreement or obligation Notwithstanding anything expressed to the contrary above the liability of any Borrower contained in the Guarantor to the Bank under this Agreement shall not be performed or observed exceed the aggregate sum of (i) any and all reasonable costs and expenses incurred by any Borrower as provided therein, or if any amount payable under or the Bank in connection with this Agreement shall not be paid in full when enforcing the same becomes due and payable, each Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks regardless Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel, plus (ii) at any defense or setoff or counterclaim which any Borrower may have or asserttime the Total Debt to EBITDA Ratio exceeds 3.01:1.00, and regardless the conditions specified in the following clauses (y) or (z) are not satisfied, $750,000; (y) at any time the Total Debt to EBITDA Ratio is less than 3.00:1.00 but more than 2.50:1.00 and no Default or Event of Defaults exists, $500,000, and (z) at any other condition time the Total Debt to EBITDA Ratio is less than 2.50:1.00 and no Default or contingencyEvent of Defaults exists, $0, plus (iii) The Pledged Stock.

Guarantee of Obligations. Guarantor hereby unconditionally guarantees to Lender (a) Each Guarantor hereby (i) guaranteesthe due, as principal obligor regular, and not as surety only, to the Banks the prompt punctual payment and performance of the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances and all other obligations of each Borrower to the Banks and the Agent under this Agreement when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement and the NotesObligations, including, without limitationbut not limited to, default interestthe indemnity obligations of Borrower to Lender set forth in the Loan Documents (which guaranty shall survive concurrently with survival of such indemnities); (b) upon the failure of the Borrower timely to pay or perform any of the Obligations, indemnification payments and the payment of all reasonable costs and expenses incurred by Lender in paying or performing such Obligations (but Lender shall not be required to pay or perform such Obligations); and (c) the Banks and the Agent in connection with enforcing any obligations of the Borrowers hereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes to be performed or observed on the part of each Borrower, (iii) guarantees the prompt and complete payment of all costs, reasonable attorneys’ fees, and expenses that may be incurred by Lender by reason of an Event of Default pursuant to the Loan Documents or the failure of the Borrower to pay or perform any of the Obligations, including fees and expenses in any appellate or bankruptcy proceedings. Upon any Event of Default pursuant to any of the Loan Documents, Guarantor unconditionally promises to pay to Lender such amounts as are necessary to cure the Event of Default, or at the option of Lender, Guarantor agrees to pay the outstanding Obligations in full. This Guaranty is unconditional except as expressly set forth herein, and Guarantor agrees that Lender, upon the occurrence of an Event of Default pursuant to any of the Loan Documents or the failure of the Borrower to pay or perform any of the Obligations, shall not be required to assert any claim or cause of action against the Borrower before asserting any claim or cause of action against Guarantor under this Guaranty. Guarantor further agrees that Lender shall not be required to pursue or foreclose on any collateral that it may receive from the Borrower, Guarantor, or others as security for any of the Obligations before making a claim or asserting a cause of action against Guarantor under this Guaranty. The failure of Lender to perfect its security interest in any of the collateral as set forth in any of the Loan Documents or any other collateral now or hereafter securing all or any part of the Obligations shall not release Guarantor from its liabilities and obligations hereunder. Notice of acceptance of this Guaranty and performance of all covenants of any default or Event of Default is hereby waived by Guarantor, except for copies of notices sent to Borrower under any interest rate as otherwise set form herein or currency swap agreements in the Note or similar transactions with any BankLoan Documents. Presentment, protest, demand, and (iv) agrees to make prompt payment, on notice of protest and demand, and notice of receipt of any and all reasonable costs collateral, and expenses incurred of the exercise of possessory remedies or foreclosure on any and all collateral received by Lender from the Borrower or Guarantor are hereby waived. All settlements, compromises, compositions, accounts stated, and agreed balances in good faith between any primary or secondary obligors on any accounts received as collateral shall be binding upon Guarantor. This Guaranty shall not be affected, modified, or impaired by the Banks voluntary or the Agent in connection with enforcing the obligations involuntary liquidation, dissolution, sale, or other disposition of the Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all or substantially all of the foregoing being collectively referred assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangements, composition with creditors or readjustment of, or other similar proceedings affecting, the Borrower or Guarantor, or any of the assets belonging to as either of them, nor shall this Guaranty be affected, modified, or impaired by the "Guaranteed Obligations").invalidity of any of the Note or any of the other Loan Documents. Without notice to Guarantor, without the consent of Guarantor, and without affecting or limiting Guarantor’s liability hereunder, Lender may: (a) grant the Borrower extensions of time for payment of the Obligations or any part hereof; (b) If renew any of the Obligations; (c) grant the Borrower extensions of time for performance of agreements or other indulgences; (d) at any reason time release any dutyor all of the collateral that now or hereafter secures any of the Obligations; (e) compromise, settle, release, or terminate any or all of the obligations, covenants, or agreements of the Borrower under, the Note, other Loan Documents, or the Stock Redemption Agreement; (f) with the Borrower’s written consent, modify or amend any obligation, covenant, or agreement of Borrower as set forth in the Note, any of the other Loan Documents, or obligation the Stock Redemption Agreement (and such amendments shall nevertheless be binding upon Guarantor) so long as the Obligations are not increased thereby. This Guaranty shall continue to be effective, or be reinstated, as the case may be, if at any time any whole or partial payment or performance of any Obligations is or is sought to be rescinded or must otherwise be restored or returned by Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower contained in this Agreement or Guarantor upon or as a result of the appointment of a receiver, intervenor, or conservator of, or trustee or similar officer for, Borrower or Guarantor of, or for, any substantial part of its property, or otherwise, all as though such payments and performance had not been made. This Guaranty shall not be performed affected in any way by the transfer or observed other disposition of any of the collateral described in and granted to Lender pursuant to the Loan Documents, whether by any Borrower as provided thereindeed, operation of law, or if any amount payable under or in connection with this Agreement shall not be paid in full when the same becomes due and payable, each Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks regardless of any defense or setoff or counterclaim which any Borrower may have or assert, and regardless of any other condition or contingencyotherwise.

Guarantee of Obligations. (a) Each The Guarantor hereby (i) guarantees, as principal obligor and not as surety only, to the Banks the prompt payment of the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on (x) the Advances made to any of the Borrowing Subsidiaries, (y) reimbursement of all amounts due to the Banks upon issuance of letters of credit for the benefit of any of the Borrowing Subsidiaries, and (z) all other loans or advances by any Bank to any of the Borrowing Subsidiaries, or other obligations of each Borrower any of the Borrowing Subsidiaries to the Banks Agent and the Agent under this Agreement Banks, including without limitation foreign exchange loans and advances which are not made pursuant to the terms of the Loan Agreement, all when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this the Loan Agreement or such other documents or instruments evidencing such loans, advances or obligations (the "Other Loan Documents"), and any and all other amounts which may be payable by any of the Borrowing Subsidiaries to any Bank or the Agent in connection with or pursuant to the Loan Agreement and the NotesOther Loan Documents, including, without limitation, default interest, 79 indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations of the Borrowers hereunderBorrowing Subsidiaries thereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this the Loan Agreement and the Notes Other Loan Documents to be performed or observed on the part of each Borrower, (iii) guarantees any of the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any BankBorrowing Subsidiaries, and (iviii) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations", and the Loan Agreement and the Other Loan Documents are sometimes collectively referred to as the "Loan Agreements"). (ba) If for any reason any duty, agreement or obligation of any Borrower of the Borrowing Subsidiaries contained in this Agreement the Loan Agreements shall not be performed or observed by any Borrower the relevant Borrowing Subsidiary as provided therein, or if any amount payable under or in connection with this Agreement the Loan Agreements shall not be paid in full when the same becomes due and payable, each the Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks regardless of any defense or setoff or counterclaim which any Borrower of the Borrowing Subsidiaries may have or assert, and regardless of any other condition or contingency. (b) The date and amount of advances of principal made by the Banks in respect of the Loans made to the Borrowing Subsidiaries and the aggregate principal amount thereof and accrued interest thereon shown upon the books and records of each respective Bank and in any certificate delivered by any Bank to the Guarantor in respect thereof, shall be prima facie evidence of the principal amount and accrued interest owing and unpaid on such Loans. The failure to record any such information on such books and records shall not, however, limit or otherwise affect the obligations of any of the Borrowing Subsidiaries to repay the principal amount of such Loans together with accrued interest thereon or the obligations of the Guarantor hereunder with respect thereto.

Guarantee of Obligations. (a) Each The Guarantor hereby (i) guarantees, as principal obligor and not as surety only, to the Banks and the Agent the prompt payment of the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances Loans made to any of the Borrowing Subsidiaries and all other loans or advances by any Bank to any of the Borrowing Subsidiaries, or other obligations of each Borrower any of the Borrowing Subsidiaries to the Banks Agent and the Agent under this Agreement Banks, including without limitation foreign exchange loans and advances which are not made pursuant to the terms of the Loan Agreement, all when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement the Loan Agreements and any and all other present or future amounts which may be payable by any of the NotesBorrowing Subsidiaries to any Bank or the Agent at any time in connection with or pursuant to the Loan Documents, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations of the Borrowers hereunderBorrowing Subsidiaries thereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes each Loan Document to be performed or observed on the part of each Borrower, (iii) guarantees any of the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any BankBorrowing Subsidiaries, and (iviii) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing described in (i), (ii) and (iii) whether now existing or hereafter arising, being collectively referred to as the "Guaranteed Obligations"). 50 (ba) If for any reason any duty, agreement or obligation of any Borrower of the Borrowing Subsidiaries contained in this Agreement the Loan Agreements shall not be performed or observed by any Borrower the relevant Borrowing Subsidiary as provided therein, or if any amount payable under or in connection with this Agreement the Loan Agreements shall not be paid in full when the same becomes due and payable, each the Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks regardless of any defense or setoff or counterclaim which any Borrower of the Borrowing Subsidiaries may have or assert, and regardless of any other condition or contingency. (b) The date and amount of the Guaranteed Obligations shown upon the books and records of each respective Bank and in any certificate delivered by any Bank to the Guarantor in respect thereof shall be prima facie evidence of the amount owing and unpaid the Guaranteed Obligations. The failure to record any such information on such books and records shall not, however, limit or otherwise affect the obligations of any of the Borrowing Subsidiaries to repay the Guaranteed Obligations or the obligations of the Guarantor hereunder with respect thereto.

Guarantee of Obligations. (a) Each The Guarantor hereby (i) guaranteesabsolutely, irrevocably, and unconditionally guarantees to the Beneficiary, as principal primary obligor and not merely as surety onlysurety, to the Banks the prompt payment of the principal of full and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances and all other obligations of each Borrower to the Banks and the Agent under this Agreement timely performance when due, whether by scheduled maturitythe payment of all amounts when due and owing, acceleration or otherwise, all in accordance with the terms of this Agreement and the Notesobservance when due of all obligations, includingcovenants, without limitationterms and agreements to be performed, default interestpaid, indemnification payments and all reasonable costs and expenses incurred or observed, as applicable, by the Banks and Purchaser under the Agent in connection with enforcing any Purchase Agreement (such obligations of the Borrowers hereunderPurchaser, including without limitation individually a “Guaranteed Obligation” and collectively, the reasonable fees and disbursements “Guaranteed Obligations”). Notwithstanding any other provisions of counselthis Guarantee to the contrary, (ii) guarantees this Guarantee shall not modify the prompt and punctual performance and observance of each and every termGuaranteed Obligations under the Purchase Agreement or require Guarantor, covenant when performing or agreement contained in this Agreement and causing the Notes Guaranteed Obligations to be performed on Purchaser’s behalf, to expand the obligations or observed on liabilities of the part of each Borrower, (iii) guarantees Purchaser under the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any BankPurchase Agreement. This Guarantee is a continuing guarantee, and (iv) agrees shall apply to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations")Obligations whenever arising. (b) If for The Guarantor agrees, upon the failure of the Purchaser to pay or perform any reason any dutyGuaranteed Obligation, agreement that the Guarantor shall pay or obligation of any Borrower contained in this Agreement shall not be performed or observed by any Borrower as provided thereinperform, or if any amount payable under or in connection with this Agreement shall not cause to be paid or performed, such Guaranteed Obligation promptly, and in full when any event within seven (7) Business Days (or more promptly where required to prevent a Violation of Law) after delivery by the same becomes due Beneficiary to the Guarantor of written demand thereof in accordance with Section 10 below. The Guarantor shall make any payment required hereunder to the Beneficiary in U.S. Dollars in immediately available funds as directed by the Beneficiary. (c) It is expressly understood and payableagreed by Guarantor that to the extent Guarantor’s obligations hereunder relate to Guaranteed Obligations which require performance other than the payment of money, each the Beneficiary may proceed against the Guarantor undertakes to effect specific performance thereof (to the extent such relief is available) or for payment of damages (as limited by the Purchase Agreement) resulting from the Purchaser’s nonperformance. The Guarantor hereby covenants to perform or cause to be performed promptly each all of such dutiesthe Guaranteed Obligations on the part of the Purchaser to be performed under the Purchase Agreement for the balance of the term thereof. Notwithstanding anything to the contrary herein, agreements and obligations and this Guarantee shall not be interpreted to make Section 6.3(d) of the Purchase Agreement applicable to the Guarantor, (d) The Guarantor agrees to pay forthwith each such amount all costs, expenses and fees, including all reasonable attorneys’ fees, which may be incurred by the Beneficiary in enforcing this Guarantee, whether by suit or otherwise, to the Agent for extent the account Beneficiary is the prevailing party. (e) This Guarantee is a primary obligation of the Banks regardless Guarantor and shall be construed as an unconditional, irrevocable, absolute and continuing obligation of Guarantor, except to the extent that Purchaser’s performance would be excused pursuant to the terms of the Purchase Agreement by the Beneficiary’s failure to fulfill its obligations thereunder, and shall remain in full force and effect until termination of this Guarantee pursuant to Section 12 below. The Guaranteed Obligations constitute the full recourse obligations of the Guarantor, enforceable against it to the full extent of all of its assets and properties. Without limiting the generality of the foregoing, the Guarantor agrees that repeated and successive demands may be made and recoveries may be had hereunder as and when, from time to time, the Purchaser shall default under or fail to comply with the terms of the Purchase Agreement and that, notwithstanding the recovery hereunder for or in respect of any defense given default or setoff or counterclaim which any Borrower may have or assertfailure to so comply by the Purchaser under the Purchase Agreement, this Guarantee shall remain in force and regardless of any other condition or contingencyeffect and shall apply to each and every subsequent default.

Guarantee of Obligations. (aA) Each Guarantor The Company hereby (i) guarantees, as principal obligor and not as surety only, to the Banks the prompt payment of the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances Loans and all other obligations of each Borrower Masco Europe to the Banks and the Agent under this Agreement when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement and the Notes, including, without limitation, fees, reimbursement obligations, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations of the Borrowers Masco Europe hereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes to be performed or observed on the part of each Borrower, Masco Europe and (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bank, and (iv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantor Company hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations"). (bB) If for any reason any duty, agreement or obligation of any Borrower Masco Europe contained in this Agreement shall not be performed or observed by any Borrower Masco Europe as provided therein, or if any amount payable under or in connection with this Agreement shall not be paid in full when the same becomes due and payable, each Guarantor the Company undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the 64 SIDLEY XXXXXX XXXXX & XXXX Banks regardless of any defense or setoff or counterclaim which any Borrower Masco Europe may have or assert, and regardless of any other condition or contingency.

Guarantee of Obligations. For valuable consideration, receipt of which is hereby acknowledged. and subject to the provisions of this Guarantee, Guarantor hereby irrevocably and unconditionally guarantees and promises to pay to Lender, or order, on demand in lawful money of the United States of America, any and all of Borrower's Obligations (as defined below) to Lender arising from or in connection with the Loan in the event of Borrower's default under the Loan. The word "Obligations" means (a) Each Guarantor hereby (i) guarantees, as principal obligor any and not as surety only, all existing and future obligations of Borrower to Lender under the Banks the prompt payment of the principal of Loan and any and all accrued other existing and unpaid interest future obligations and liabilities of Borrower made, incurred or created in connection with the Loan whether such obligations are absolute or contingent, voluntary or involuntary, liquidated or unliquidated, determined or undetermined, whether Borrower may be liable individually or jointly with others, whether recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, or whether such indebtedness may be or hereafter become invalid or otherwise unenforceable; (including interest which otherwise may cease to accrue by operation b) any and all amendments, modifications, renewals and/or extensions of any insolvency law, rule, regulation or interpretation thereof) on of the Advances and all other obligations of each Borrower to the Banks and the Agent under this Agreement when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement and the Notesforegoing, including, without limitation, default interestamendments, indemnification payments and all reasonable costs and expenses incurred modifications, renewals or extensions which arc evidenced by the Banks and the Agent in connection with enforcing any obligations of the Borrowers hereundera new or additional instrument, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant document or agreement contained in this Agreement and or which change the Notes to be performed or observed rate of interest on the part of each Borrower, (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bank, such indebtedness; and (ivc) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by interest that accrues on all or any part of such indebtedness after the Banks or the Agent in connection with enforcing the obligations of the Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations"). (b) If for any reason any duty, agreement or obligation filing of any petition or pleading against Borrower contained in this Agreement shall not be performed or observed by any Borrower as provided therein, other person for a proceeding under any chapter or if any amount payable under or in connection with this Agreement shall not be paid in full when the same becomes due and payable, each Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks regardless provision of any defense present or setoff future federal bankruptcy legislation or counterclaim which any Borrower may have or assert, and regardless of any other condition or contingencyamendments thereto.

Guarantee of Obligations. (a) Each Guarantor hereby (i) guarantees, as principal obligor and not as surety only, to the Banks Agent, the LC Issuer and the Lenders the prompt payment of the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances Advances, all Rate Management Obligations owing to any Lender or any Affiliate thereof and all other obligations of each Borrower the Company to the Banks Agent, the LC Issuer and the Agent Lenders under this Agreement and the other Loan Documents when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement and Agreement, the Notes, and any Rate Management Transactions with any Lender, including, without limitation, default interest, interest and other obligations incurred or accrued during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, whether or not allowed or allowable in such proceeding, indemnification payments and all reasonable costs and expenses incurred by the Banks Agent, the LC Issuer and the Agent Lenders in connection with enforcing any obligations of the Borrowers Company hereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement Agreement, the other Loan Documents and the Notes any Rate Management Obligations with any Lender or any Affiliate thereof to be performed or observed on the part of each Borrower, the Company and (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bank, and (iv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks Agent, the LC Issuer or the Agent Lenders in connection with enforcing the obligations of the Guarantor Guarantors hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations"). (b) If for any reason any duty, agreement or obligation of any Borrower the Company contained in this Agreement shall not be performed or observed by any Borrower the Company as provided therein, or if any amount payable under or in connection with this Agreement shall not be paid in full when the same becomes due and payable, each Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks Lenders regardless of any defense or setoff or counterclaim which any Borrower the Company may have or assert, and regardless of any other condition or contingency.

Guarantee of Obligations. (a) Each The Guarantor hereby (i) guaranteeshereby, as principal obligor guarantor and not as surety only, (i) guarantees to the Agent and the Banks the prompt payment of the principal of and any and all accrued indebtedness, obligations and unpaid liabilities which constitute principal, interest (including interest which otherwise may cease to accrue with respect to the Borrower by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances and all other obligations of each Borrower or fees (to the Banks and extent the Agent under this Agreement when due, whether by scheduled maturity, acceleration or otherwise, all Guarantor has agreed in accordance with writing to the terms of this Agreement and the Notes, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations of the Borrowers hereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes to be performed or observed on the part of each Borrower, (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower such fees) arising out of, or charged with respect to, the Commitment B Loans made under any interest rate or currency swap agreements or similar transactions with any Bankthe Operative Documents, and (ivii) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Agent and the Banks or the Agent in connection with enforcing the obligations of the Guarantor hereunder, including, including without limitation, limitation the reasonable fees and disbursements of counsel for the Agent and each Bank (all of the foregoing being collectively referred to as the "Guaranteed Obligations"), PROVIDED, HOWEVER, that the amount of the Guaranteed Obligations of the Guarantor shall be subject to the limitation set forth in Section 3 of this Guaranty. (b) If for any reason any duty, agreement or obligation of any Borrower contained in this Agreement shall not be performed or observed by any Borrower as provided therein, or if any amount payable under or in connection with this Agreement any Operative Document constituting any of the Guaranteed Obligations shall not be paid in full when the same becomes due and payable, each the Guarantor undertakes to perform or cause to be performed promptly each of such dutiesundertakes, agreements and obligations and but without duplication, to pay forthwith each such amount to the Agent for the account of and the Banks regardless of any defense or defense, setoff or counterclaim which any the Borrower may have or assert. The Guarantor hereby agrees not to exercise any rights of subrogation or contribution arising from any payments made by the Guarantor in respect of the Guaranteed Obligations of the Borrower until all amounts due and owing by the Borrower to the Agent and the Banks under the Operative Documents have been paid in full. (c) The date and amount of advances of principal made by the Banks in respect of the Guaranteed Obligations and of each payment thereon received by the Banks, and regardless the aggregate principal amount thereof and accrued interest thereon shown upon the books and records of the Agent or upon the schedules attached to the Revolving Credit B Notes, and in any other condition certificate delivered by the Agent or contingencyany Bank to the Guarantor in respect thereof, shall be prima facie evidence of the principal amount and accrued interest owing and unpaid on the Guaranteed Obligations. The failure to record any such information on such books and records or upon such schedule shall not, however, limit or otherwise affect the obligations of the Borrower to repay the principal amount of the Guaranteed Obligations together with accrued interest thereon or the obligations of the Guarantor hereunder with respect thereto.

Guarantee of Obligations. (a) Each 1.1 Effective from and after the date hereof, the Subsidiary Guarantor hereby unconditionally guarantees (i) guarantees, as principal obligor the due and not as surety only, to the Banks the prompt punctual payment of the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency lawon, rule, regulation or interpretation thereof) on the Advances and all other obligations amounts pursuant to, the Notes, and each of each Borrower to the Banks and the Agent under this Agreement them, when due, whether by scheduled at maturity, acceleration by acceleration, by notice of prepayment, by offer to purchase or otherwise, and all in accordance with other monetary obligations of the terms Maker to the Holders, and each of this Agreement and them, incurred pursuant to the Notes, includingand each of them, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations of the Borrowers hereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt due and punctual the performance and observance of all other terms, covenants, conditions, obligations and provisions to be performed, paid or observed by the Maker to the Holders, and each and every termof them, covenant or agreement contained in this Agreement under the Notes and the Notes to be performed or observed on Security Agreement (as defined in the part of each Borrower, (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any BankNotes), and (iv) agrees to make prompt payment, on demand, each of any and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel them (all of the foregoing being collectively hereinafter, collectively, referred to as the "Guaranteed Obligations"). To the fullest extent permitted by law, the Subsidiary Guarantor further agrees that the Guaranteed Obligations may be increased, modified, amended, extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon this Guaranty Agreement notwithstanding any increase, modification, amendment, extension or renewal of any Guaranteed Obligation. 1.2 To the fullest extent permitted by law, the Subsidiary Guarantor waives (bi) If for any reason any dutypresentation to, agreement or obligation demand of payment from, and protest to, the Maker of any Borrower contained in of the Guaranteed Obligations, (ii) acceptance and notice of acceptance of this Agreement shall not be performed Guaranty Agreement, (iii) notice of protest for non-payment or observed by any Borrower as provided thereinnon-performance, or if of any amount payable under demand for payment and notice of default or non-payment or non- performance as to any Guaranteed Obligation, (iv) any present or future duty of the Holders to disclose material information regarding the Maker and/or the Guaranteed Obligations, (v) notice of foreclosure by the Holders, or any of them, or any agent acting on their behalf, on any security held for the Guaranteed Obligations, or any of them, (vi) all other notices to which the Subsidiary Guarantor might otherwise be entitled in connection with this Guaranty Agreement and (vii) any right of subrogation, reimbursement or indemnity whatsoever and any right of recourse to or with respect to any assets or properties of the Maker even upon payment in full of the Guaranteed Obligations. The obligations of the Subsidiary Guarantor hereunder shall not be paid affected by (i) the failure of the Holders, or any of them, to assert any claim or demand or to enforce any right or remedy against the Maker under the provisions of the Notes, the Security Agreement or any other agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of the Notes, the Security Agreement or any other agreement; (iv) the creation, release of, or failure to perfect any security held by the Holders, or any of them, or any agent acting on their behalf, for the Guaranteed Obligations, or any of them; (v) the failure of the Holders, or any of them, or any agent acting on their behalf, to exercise any right or remedy against any other guarantor or obligor in full respect of any of the Guaranteed Obligations; (vi) the failure of the Holders, or any of them, or any agent acting on their behalf, to file a claim in any bankruptcy or reorganization proceedings with respect to the Maker or any other failure to collect the Guaranteed Obligations, or any of them, from the Maker; (vii) the running of any applicable statute of limitations with respect to the Guaranteed Obligations or any portion thereof; or (viii) any other action or failure to take action by the Holders, or any of them, or any agent acting on their behalf, which under applicable law would act to release the Maker or the Subsidiary Guarantor regarding the Guaranteed Obligations. 1.3 The Subsidiary Guarantor further agrees that this Guaranty Agreement constitutes a guarantee of payment when due and not merely of collection, and, to the fullest extent permitted by law, waives any right to require that any resort be had by the Holders, or any of them, or any agent acting on their behalf, to any security held for payment of the Guaranteed Obligations or to any balance any deposit account or credit on the books of the Holders, or any of them, or any agent acting on their behalf, in favor of the Maker or any other person. 1.4 To the fullest extent permitted by law, the obligations of the Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including, without limitation, any claim of waiver, release, discharge, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, discharge, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Subsidiary Guarantor hereunder, to the fullest extent permitted by law, shall not be discharged or impaired or otherwise affected by the failure of the Holders, or any of them, to assert any claim or demand or to enforce any remedy under the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Subsidiary Guarantor or would otherwise operate as a discharge of the Subsidiary Guarantor as a matter of law or equity, including, without limitation, any discharge of the Guaranteed Obligations upon bankruptcy or reorganization of the Maker. 1.5 The Subsidiary Guarantor further agrees that this Guaranty Agreement shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by the Holders, or any of them, upon the bankruptcy or reorganization of the Maker or otherwise. 1.6 In furtherance of the foregoing and not in limitation of any other right which the Holders, or any of them, may have at law or in equity against the Subsidiary Guarantor by virtue hereof, upon the failure of the Maker to pay or perform any Guaranteed Obligation when and as the same becomes due shall become due, whether at maturity, by acceleration, after notice of prepayment, after offer to purchase (or failure to make a required offer to purchase) or otherwise, the Subsidiary Guarantor hereby promises to and payablewill forthwith pay or perform, each Guarantor undertakes to perform or cause to be performed promptly paid or performed, to the Holders, and each of them, in cash the amount of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks regardless of any defense unpaid or setoff or counterclaim which any Borrower may have or assert, and regardless of any other condition or contingencyunperformed Guaranteed Obligations.

Guarantee of Obligations. HCFP hereby unconditionally and irrevocably guarantees to the Limited Partner the full and prompt payment and performance by the General Partner of all of its duties, responsibilities and obligations (a"Obligations") Each Guarantor hereby under the Limited Partnership Agreement dated February 21, 1997, among the General Partner and the Limited Partner (the "Limited Partnership Agreement") including, but not limited to, (i) guaranteesthe payment to the Limited Partner of the Premium provided for in Section 6.05 of the Limited Partnership Agreement; (ii) the obligation of the General Partner, as principal obligor if any, to pay to the Partnership amounts previously received by it if required pursuant to the terms of Section 6.06 of the Limited Partnership Agreement; and (iii) the obligation under Section 6.04. The Obligations of HCFP under this Agreement constitute an absolute, unconditional present and continuing irrevocable guaranty of payment and performance and not as surety onlymerely of collectability. HCFP guarantees that the Obligations will be paid and performed strictly in accordance with their terms regardless of any law, regulation, order, condition, or event which might relieve the General Partner from any such Obligations (including without limitation, any amendment to the Limited Partnership Agreement or to any Obligation each of which the HCFP hereby consents to in advance). The Obligations shall be paid in full without any set-off, reduction or counterclaim of any kind and shall not be released, discharged or in any way affected by any circumstances or condition of any nature but shall remain in full force and effect until irrevocably and indefeasibly performed in full. If the Obligations may not be enforced or accelerated because of the insolvency or bankruptcy of the General Partner, the Obligations may nevertheless immediately be accelerated and enforced in full against HCFP hereunder. The Obligations may be enforced directly against HCFP without first proceeding in any way against the General Partner and HCFP hereby waives presentment, protest, demand for payment, promptness, diligence, notice of protest, notice of any other action and any time taken or omitted by the Limited Partner and generally all demands and notices of every kind in connection with the Obligations. HCFP shall not be subrogated, in whole or in part, to the Banks the prompt payment rights of the principal Limited Partner against the General Partner under the Limited Partnership Agreement until the indefeasible payment in full of the Obligations. If any payment received by Limited Partner is rescinded or must be returned, HCFP's obligations hereunder shall survive and any and be reinstated until such amounts have been indefeasibly received in full. The Obligations include all accrued and unpaid interest costs of collection (including interest which otherwise may cease reasonable attorneys' fees). Upon the failure of the General Partner to accrue by operation of make any insolvency law, rule, regulation or interpretation thereof) on the Advances and all other obligations of each Borrower payment due to the Banks and Limited Partner under the Agent Limited Partnership Agreement following the demand of the Limited Partner for such payment, the Limited Partner immediately after such demand may proceed directly against HCFP under this Agreement when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Guaranty to enforce payment of such amounts by HCFP. In the event of any failure of the General Partner to perform any other duty, responsibility or obligation of the General Partner under the Limited Partnership Agreement, the Limited Partner may immediately institute an action for specific performance and/or damages against HCFP. Nothing contained herein shall prevent the Limited Partner from exercising any other rights available to it or under the Limited Partnership Agreement upon the failure of the General Partner to perform its duties, responsibilities and obligations under the NotesLimited Partnership Agreement, including, without limitation, default interestpayments of amounts due to the Limited Partner under Sections 6.04, indemnification payments 6.05 and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations 6.06 of the Borrowers hereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes to be performed or observed on the part of each Borrower, (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bank, and (iv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations")Limited Partnership Agreement. (b) If for any reason any duty, agreement or obligation of any Borrower contained in this Agreement shall not be performed or observed by any Borrower as provided therein, or if any amount payable under or in connection with this Agreement shall not be paid in full when the same becomes due and payable, each Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks regardless of any defense or setoff or counterclaim which any Borrower may have or assert, and regardless of any other condition or contingency.

Guarantee of Obligations. (a) Each The Guarantor hereby (i) guarantees------------------------ guarantees to each of the Beneficiaries, as principal primary obligor and not as surety onlysurety, the full and prompt payment by the Lessee [and, if applicable, insert operating subsidiary] [(the "Operator"), as the case may be], when due, whether at the stated payment date thereof, by acceleration or otherwise, of, and the faithful performance of and compliance with, all payment obligations of the Lessee under the Participation Agreement, the Lease and the other Operative Documents [and the Operator under] [if applicable, insert reference to support agreements] owed to the Banks Beneficiaries strictly in accordance with the prompt payment terms thereof, however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint or several, and whether now or hereafter existing or due or to become due and the full, faithful and timely performance of, and compliance with, all other obligations of the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances Lessee [and all other obligations of each Borrower the Operator] owed to the Banks and the Agent under this Agreement when due, whether by scheduled maturity, acceleration or otherwise, all Beneficiaries thereunder strictly in accordance with the terms of this Agreement and the Notesthereof, includinghowever created, without limitationarising or evidenced, default interestwhether direct or indirect, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations of the Borrowers hereunderprimary or secondary, including without limitation the reasonable fees and disbursements of counselabsolute or contingent, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant joint or agreement contained in this Agreement and the Notes to be performed or observed on the part of each Borrower, (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bankseveral, and whether now or hereafter existing or due or to become due (iv) agrees to make prompt payment, on demand, of any such payment and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantor hereunder, including, without limitationother obligations, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations"). Such guarantee is an absolute, ----------- unconditional, irrevocable, present and continuing guarantee of payment and performance and not of collectability. (b) If for any reason any duty, agreement or obligation of any Borrower contained in this Agreement shall not Obligation to be performed or observed by any Borrower as provided therein, the Lessee [or if any amount payable under the Operator] (whether affirmative or negative in connection with this Agreement character) shall not be observed or performed or paid strictly in full when accordance with the same becomes due terms thereof, the Guarantor shall, no later than 15 Business Days following receipt of written notice by the relevant Beneficiary of such non-observance, non- performance or non- payment, and payablenot less than 5 Business Days following receipt of such a notice in the case of non-payment of Basic Rent, each Guarantor undertakes to perform or observe or cause to be performed promptly or observed each such Obligation or shall pay the amount of each such unpaid Obligation at the place and to the Person or entity entitled thereto pursuant to the relevant Operative Documents [and the support agreement], as the case may be, regardless of whether or not any Beneficiary or anyone on behalf of any of them shall have instituted any suit, action or proceeding or exhausted its remedies or taken any steps to enforce any rights against the Lessee [or the Operator] or any other Person or entity to compel any such performance or observance or to collect all or any part of such duties, agreements and obligations and to pay forthwith each such amount pursuant to the Agent for the account provisions of the Banks regardless of any defense relevant Operative Documents [or setoff the support agreement], as the case may be, or counterclaim which any Borrower may have at law or assertin equity, or otherwise, and regardless of any other condition or contingency. Nothing in this Guaranty shall be construed to be a guarantee of payment of the Secured Notes.

Guarantee of Obligations. (aA) Each Guarantor The Company hereby (i) guarantees, as principal obligor and not as surety only, to the Banks the prompt payment of the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances Loans and all other obligations of each Borrower Masco Europe to the Banks and the Agent under this Agreement when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement and the Notes, including, without limitation, fees, reimbursement obligations, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations of the Borrowers Masco Europe hereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes to be performed or observed on the part of each Borrower, Masco Europe and (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bank, and (iv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantor Company hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations"). (bB) If for any reason any duty, agreement or obligation of any Borrower Masco Europe contained in this Agreement shall not be performed or observed by any Borrower Masco Europe as provided therein, or if any amount payable under or in connection with this Agreement shall not be paid in full when the same becomes due and payable, each Guarantor the Company undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks regardless of any defense or setoff or counterclaim which any Borrower may have or assert, and regardless of any other condition or contingency.agreements

Guarantee of Obligations. (a) Each Guarantor The Company hereby (i) guarantees, as principal obligor and not as surety only, to the Banks the prompt payment of the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances and all other obligations Obligations of each Borrower the Borrowing Subsidiaries to the Banks and the Agent under this Agreement when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement and the Notes, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations of the Borrowers Borrowing Subsidiaries hereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes other Loan Documents to be performed or observed on the part of each Borrower, the Borrowing Subsidiaries and (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bank, and (iv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantor Company hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "“Guaranteed Obligations"”). (b) If for any reason any duty, agreement or obligation of any Borrower Borrowing Subsidiary contained in this Agreement shall not be performed or observed by any Borrower Borrowing Subsidiary as provided therein, or if any amount payable under or in connection with this Agreement shall not be paid in full when the same becomes due and payable, each Guarantor the Company undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks regardless of any defense or setoff or counterclaim which any Borrower Borrowing Subsidiary may have or assert, and regardless of any other condition or contingency.

Guarantee of Obligations. (a) Each The Guarantor hereby absolutely, irrevocably and unconditionally guarantees that (i) guarantees, as principal obligor and not as surety only, all sums of whatever character stated in the Lease to be payable by the Tenant to the Banks the prompt payment of the principal of and Landlord or any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances and all other obligations of each Borrower to the Banks and the Agent under this Agreement party will be promptly paid in full when due, whether upon default, by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement provisions thereof, and the Notes, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations of the Borrowers hereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees Tenant will perform and observe each other agreement, covenant, term and condition in the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes Lease to be performed or observed on the part of each Borrower, by Tenant (iii) guarantees the prompt collectively an “agreement”). This Guaranty is unconditional and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bankabsolute, and (iv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations"). (b) If if for any reason any duty, agreement or obligation of any Borrower contained in this Agreement shall not be performed or observed by any Borrower as provided therein, or if any amount payable under or in connection with this Agreement such sum shall not be paid in full promptly when due or any such agreement is not performed by Tenant, the same becomes due and payable, each Guarantor undertakes will immediately pay such sum or perform such agreement to perform or cause to be performed promptly each for the benefit of such duties, agreements and obligations and to pay forthwith each such amount the person entitled thereto pursuant to the Agent for the account provisions of the Banks Lease, as may be applicable, as if such sum or agreement constituted the direct and primary obligation of the Guarantor, regardless of any defense defenses or rights of setoff or counterclaim counterclaims which any Borrower Tenant may have or assert, (including without limitation the limitation on damage arising out of a rejection of the Lease by Tenant, or a trustee appointed for Tenant, in any subsequent bankruptcy case codified at 11 U.S.C. §502 (b)(6), and regardless of whether any person shall have taken any steps against Tenant or any other person to collect such sum or enforce such agreement, and regardless of any other condition or contingency. (b) All such agreements, covenants, terms and conditions to be performed and observed, and all sums to be paid, as provided in Paragraph 1(a) above, together with all costs actually incurred by Landlord in the collection of any amounts due under, or in the enforcement of any of the terms of, the Lease, including without limitation reasonable attorneys’ fees, are hereinafter sometimes called the “Obligations”. (c) Notwithstanding anything herein to the contrary contained herein or otherwise, Guarantor expressly agrees and acknowledges that in the event any bankruptcy petition shall be filed by or against Tenant or Guarantor or if Tenant or Guarantor shall make a general assignment for the benefit of creditors, or receive the benefit of any insolvency or reorganization act is commenced, Landlord, at its sole option, may re-enter and repossess the Premises using self-help, including without limitation by locking Tenant out of the Premises, using peaceful self-help to reenter and regain possession of the Premises, interrupting any or all utilities (including without limitation electricity) to the Premises, and posting private security personnel at the entrance of the Premises to prevent access thereto by Tenant and its employees, agents and invitees, and that no prior or subsequent court order or court proceedings shall be necessary in connection with Lxxxxxxx’s use of self-help to regain possession. The foregoing self-help remedy is in addition to, and not in lieu of, and shall not prejudice the other remedies provided elsewhere in this Guaranty at law and/or in equity, included, without limitation to the right to seek liquidated damages.

Guarantee of Obligations. (a) Each Guarantor hereby (i) guarantees, as principal obligor guarantees to Landlord the full and not as surety only, to the Banks the prompt payment when due of all Basic Rent (as defined in the principal of Lease), Additional Rent (as defined in the Lease) and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue other charges payable by operation of any insolvency lawTenant under the Lease, rule, regulation or interpretation thereof) on the Advances and all other obligations of each Borrower to the Banks and the Agent under this Agreement when due, whether by scheduled maturity, acceleration or otherwise, full and prompt performance of all in accordance with the terms of this Agreement covenants and the Notes, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations of the Borrowers hereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes conditions therein provided to be performed or observed on by Tenant (the part of each Borrower, (iii) guarantees the prompt "Obligations"); and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bank, and (iv) agrees Guarantor does hereby become surety to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel (Landlord for all of the foregoing being collectively referred to as the "Guaranteed Obligations"). (b) If for a default (after giving effect to any reason applicable notice and cure periods set forth in the Lease) shall at any dutytime be made by Tenant, agreement or obligation its successors and assigns, in the payment of any Borrower such rent or other charges payable by Tenant under the Lease or in performance of any of the covenants or conditions contained in this Agreement the Lease, Guarantor shall not be performed forthwith pay such rent or observed other charges to Landlord and any arrears thereof, and will forthwith faithfully perform all of such covenants and conditions, and will forthwith pay to Landlord all damages and expenses actually incurred by Landlord that arise out of such default by Tenant, its successors and assigns, under the Lease (including, without limitation, all reasonable attorneys' fees incurred by Landlord or caused by any Borrower such default or by the enforcement of this Guaranty and all late charges incurred by Landlord under the Loan (hereafter defined) ). So long as provided thereinthe Indenture (hereafter defined) has not been discharged or the Loan has not been repaid in full, all payments due from Guarantor to Landlord hereunder shall be made by Guarantor to Lender in accordance with section 15 hereof. After the Indenture has been discharged and the Loan has been repaid in full, Guarantor shall make all payments due to Landlord hereunder by wire transfer in immediately available funds into the account specified by Landlord by notice to Guarantor under section 8 hereof or if any amount payable under or no such account has been specified, by check delivered to Landlord at its address shown in connection with this Agreement shall not be paid in full when the same becomes due and payable, each Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks regardless of any defense or setoff or counterclaim which any Borrower may have or assert, and regardless of any other condition or contingency.the

Guarantee of Obligations. (ai) Each Guarantor hereby (ix) guarantees, as principal obligor and not as surety only, to the Banks Lender the prompt payment of the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances and all other obligations Obligations including the Notes, of each Borrower to the Banks and the Agent Lender under this Agreement when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement and the Notes, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent Lender in connection with enforcing any obligations the Obligations of the Borrowers Borrower hereunder, including without limitation the reasonable fees and disbursements of counsel, (iiy) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes Note to be performed or observed on the part of each Borrower, (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bank, and (ivz) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent Lender in connection with enforcing the obligations of the Guarantor Guarantors hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations."). (bii) If for any reason any duty, agreement or obligation of any Borrower contained in this Agreement shall not be performed or observed by any Borrower as provided therein, or if any amount payable under or in connection with this Agreement shall not be paid in full when the same becomes due and payable, each Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks Lender regardless of any defense or setoff or counterclaim which any Borrower may have or assert, and regardless of any other condition or contingency.

Guarantee of Obligations. (ai) Each Guarantor hereby (ix) guarantees, as principal obligor and not as surety only, to the Banks Lender the prompt payment of the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances and all other obligations Obligations, including the Notes, of each Borrower to the Banks and the Agent Lender under this Agreement when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement and the Notes, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent Lender in connection with enforcing any obligations the Obligations of the Borrowers Borrower hereunder, including without limitation the reasonable fees and disbursements of counsel, (iiy) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes to be performed or observed on the part of each Borrower, (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bank, and (ivz) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent Lender in connection with enforcing the obligations of the Guarantor Guarantors hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations."). (bii) If for any reason any duty, agreement or obligation of any Borrower contained in this Agreement shall not be performed or observed by any Borrower as provided therein, or if any amount payable under or in connection with this Agreement shall not be paid in full when the same becomes due and payable, each Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks Lender regardless of any defense or setoff or counterclaim which any Borrower may have or assert, and regardless of any other condition or contingency.

Guarantee of Obligations. (a) Each Guarantor hereby The Guarantors (i) guarantees, as principal obligor jointly and not as surety only, severally guarantee to the Banks Lenders the prompt payment of the principal of and any and all accrued and unpaid interest (including without limitation interest which otherwise may cease to accrue by operation which, but for the filing of any insolvency lawa bankruptcy petition, rule, regulation or interpretation thereofwould have accrued on the principal amount of the Guaranteed Obligations) on the Advances and all other obligations of each Borrower to the Banks and the Agent under this Agreement Loans, when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement the Notes and the NotesCredit Agreement, includingall reimbursement obligations under any letters of credit issued by the Agent for the account of the Company, and any and all other amounts which may be payable by the Company to the Lenders or the Agent in connection with or pursuant to any of the Operative Documents, including without limitation, limitation default interest, indemnification payments payments, and all reasonable costs and expenses incurred by the Banks and Lenders or the Agent in connection with enforcing any obligations of the Borrowers Company thereunder, including without limitation the reasonable fees and disbursements of legal counsel, and (ii) agree to make prompt payment, on demand, of any and all costs and expenses incurred by the Lenders and the Agent in connection with enforcing the obligations of the Guarantors hereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes to be performed or observed on the part of each Borrower, (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bank, and (iv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all . All of the foregoing being are collectively referred to as the "Guaranteed Obligations"). (b) If for any reason any duty, agreement or obligation of any Borrower contained in this Agreement shall not be performed or observed by any Borrower as provided therein, or if any amount payable under or in connection with this Agreement any Operative Document shall not be paid in full when the same becomes due and payable, each Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and the Guarantors undertake to pay forthwith each such amount to the Lenders and the Agent for the account of the Banks regardless of any defense or setoff or counterclaim which any Borrower the Company may have or assert, and regardless of any other condition or contingency. (c) The date and amount of the Loans and of each payment of principal and interest thereon and other amounts received, and the aggregate amount thereof shown upon the books and records of the Lenders or the Agent, and in any certificate delivered by the Lenders or the Agent to the Guarantors in respect thereof, shall be prima facie evidence of the amount due, owing, and unpaid on the Loans. The failure to record any such information on such books and records shall not, however, limit or otherwise affect the obligations of the Company to repay the amount of the Loans together with accrued interest thereon or the obligations of the Guarantors hereunder with respect thereto.

Guarantee of Obligations. (a) Each The Guarantor hereby (i) guarantees, as principal obligor and not as surety only, guarantees to the Banks Bank One the prompt payment of the principal of the loans made to the Company by Bank One as a lender under the Credit Agreement (including those loans which were made pursuant to the Prior Credit Agreement) but in no event more than $15,356,000 (the "Commitment") and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances loans and all other obligations of each Borrower to fees on the Banks and the Agent under this Agreement Commitment when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement and the Notes, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations of the Borrowers hereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Credit Agreement and the Notes held and to be performed or observed on the part of each Borrower, (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bankheld by Bank One, and (ivii) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent Bank One in connection with enforcing the obligations of the Guarantor hereunder, including, including without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations"). (b) If for any reason any duty, agreement or obligation of any Borrower contained in this Agreement shall not be performed or observed by any Borrower as provided therein, or if any amount payable under or in connection with this Agreement the Guaranteed Obligations shall not be paid in full when the same becomes due and payable, each the Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks Bank One regardless of any defense or setoff or counterclaim which any Borrower the Company may have or assert, and regardless of any other condition or contingency. If the Guarantor shall make any payments in respect of the Guaranteed Obligations, the Guarantor shall be subrogated pro tanto to the rights of Bank One in connection therewith, provided, however, that no such rights of subrogation or any other rights of the Guarantor against the Company in connection with the transactions contemplated hereby shall accrue or be exercisable by the Guarantor until all principal of and accrued and unpaid interest on the Loans and other amounts due under the Operative Documents shall have been paid in full to Bank One and not be subject to any revocation or rescission. (c) The date and amount of advances of principal made by Bank One in respect of the Loans and of each payment of principal and interest thereon received by Bank One, and the aggregate principal amount thereof and accrued interest thereon shown upon the books and records of Bank One, and in any certificate delivered by Bank One to the Guarantor in respect thereof, shall be prima facie evidence of the principal amount and accrued interest owing and unpaid on the Loans. The failure to record any such information on such books and records shall not, however, limit or otherwise affect the obligations of the Company to repay the principal amount of the Loans together with accrued interest thereon or the obligations of the Guarantor hereunder with respect to the Guaranteed Obligations.

Guarantee of Obligations. (a) Each Effective as of the date hereof, the Guarantor hereby unconditionally guarantees (i) guarantees, as principal obligor the due and not as surety only, to the Banks the prompt punctual payment of the principal of and any interest on, and all accrued and unpaid interest (including interest which otherwise may cease to accrue other amounts pursuant to, the Note, when due, whether at maturity, by operation acceleration, by notice of any insolvency lawprepayment or otherwise, rule, regulation or interpretation thereof) on the Advances and all other obligations of each Borrower the Joint Venture to ERS incurred pursuant to the Banks and the Agent under this Agreement when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement and the Notes, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations of the Borrowers hereunder, including without limitation the reasonable fees and disbursements of counselJoint Distribution Agreement, (ii) guarantees the prompt and punctual performance and observance of each all terms, covenants, conditions, obligations and every termprovisions to be performed, covenant paid or agreement contained in this Agreement observed by the Joint Venture to ERS under the Note and the Notes to be performed or observed on the part of each BorrowerJoint Distribution Agreement, and (iii) guarantees the prompt due and complete payment of all obligations and punctual performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bankof, and (iv) agrees to make prompt paymentpayment of, on demand, of any and all reasonable costs and expenses incurred other indebtedness obligations or other liabilities presently or hereafter owing by the Banks or the Agent in connection with enforcing the obligations of the Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel Joint Venture to ERS (all of the foregoing being collectively hereinafter, collectively, referred to as the "Guaranteed Obligations"). To the fullest extent permitted by law, the Guarantor further agrees that the Obligations may be increased, modified, amended, extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound upon this Guarantee notwithstanding any increase, modification, amendment, extension or renewal of any Obligation. (b) If for any reason any dutyTo the fullest extent permitted by law, agreement or obligation the Guarantor waives (i) presentation to, demand of payment from, and protest to, the Joint Venture of any Borrower contained in of the Obligations, (ii) acceptance and notice of acceptance of this Agreement shall not be performed or observed by any Borrower as provided thereinGuarantee, (iii) notice of protest for nonpayment, or if of any amount payable demand for payment and notice of default or non-payment as to any Obligation, (iv) any present or future duty of ERS to disclose material information regarding the Joint Venture and/or the Obligations, (v) trial by jury and the right thereto in any action or proceeding of any kind or nature, arising on, under or by reason of or relating in any way to this Guarantee, (vi) notice of foreclosure by ERS on any security held for the Obligations or any of them, and (vii) all other notices to which the Guarantor might otherwise be entitled in connection with this Agreement Guarantee. The obligations of the Guarantor hereunder shall not be paid affected by (i) the failure of ERS to assert any claim or demand or to enforce any right or remedy against the Joint Venture under the provisions of the Note, the Joint Distribution Agreement or any other agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of the Note, the Joint Distribution Agreement or any other agreement; (iv) the creation, release of, or failure to perfect any security held by ERS for the Obligations or any of them; (v) the failure of ERS to exercise any right or remedy against any other guarantor of the Obligations; (vi) the exercise of rights by ERS which prevent the Guarantor from exercising its right of subrogation against the Joint Venture; (vii) the failure of ERS to file a claim in full when the same becomes due and payable, each Guarantor undertakes to perform any bankruptcy or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount reorganization proceedings with respect to the Agent for Joint Venture or any other failure to collect the account Obligations or any of them from the Banks regardless Joint Venture; (viii) the running of any defense applicable statute of limitations with respect to the Obligations or setoff any portion thereof; or counterclaim which any Borrower may have or assert, and regardless of (ix) any other condition action or contingencyfailure to take action by ERS which under applicable law would act to release the Joint Venture regarding the Obligations.

Guarantee of Obligations. (a) Each The Guarantor hereby unconditionally and irrevocably guarantees to each of the Beneficiaries, as the primary obligation and debt of the Guarantor and not as a surety, the due and punctual payment of, without duplication, (i) guaranteesall principal, interest, fees, premium, if any, and other amounts required to be paid, from time to time, by the Company under or in respect of the Note Purchase Agreements and the Notes, when and as principal obligor the same shall be or become due and not as surety onlypayable, whether on the due date therefor, upon stated maturity, by acceleration, upon demand or otherwise, according to the Banks the prompt payment terms of the principal Note Purchase Agreements and the Notes, and, (ii) all other present and future obligations and liabilities (whether absolute, fixed or contingent, matured or unmatured, joint, several or independent and howsoever acquired) of the Company to the Beneficiaries, or any of them, arising out of or in any way relating to the Note Purchase Agreements, the Notes and any and all accrued Security Documents and unpaid interest the transactions contemplated thereby (including interest which otherwise may cease all of the foregoing, collectively, the "GUARANTEED OBLIGATIONS"). In case of the failure of the Company to accrue by operation of duly, punctually and indefeasibly make any insolvency lawsuch payment in full as and when due and payable, rulethe Guarantor hereby agrees to duly, regulation or interpretation thereof) punctually and indefeasibly make such payment as and when the same shall become due and payable, whether on the Advances and all other obligations of each Borrower to the Banks and the Agent under this Agreement when duedue date therefor, whether by scheduled upon stated maturity, acceleration by acceleration, upon demand or otherwise, all in accordance with the terms of this Agreement Guaranty, the Note Purchase Agreements, the Notes and the Notesother Security Documents. (b) The Guarantor hereby agrees that its obligations hereunder shall be continuing, absolute and unconditional under any and all circumstances and not subject to any reduction, limitation, impairment, termination, defense (other than prior, final and indefeasible payment in full), set-off, abatement, counterclaim or recoupment whatsoever (all of which are hereby expressly waived by the Guarantor), whether by reason of any claim of any character whatsoever, including, without limitation, default interestany claim of waiver, indemnification payments and all reasonable costs and expenses incurred release, surrender, alteration or compromise, or by reason of any liability at any time to the Banks and the Agent in connection with enforcing Company or any obligations other Subsidiary of the Borrowers hereunderCompany or otherwise, including whether based upon any agreement, instrument or document evidencing or securing the Guaranteed Obligations or any other agreement, instrument or document (including, without limitation limitation, this Guaranty) or otherwise, and howsoever arising, whether out of action or inaction or otherwise and whether resulting from default, willful misconduct, negligence or otherwise, and without limiting the reasonable fees and disbursements foregoing, irrespective of counsel(i) any insolvency, bankruptcy, reorganization or dissolution, or any proceeding in respect of any thereof, of the Company, any other Subsidiary of the Company or any other guarantor of all or any portion of the Guaranteed Obligations, (ii) guarantees the prompt and punctual genuineness, validity, regularity or enforceability of any agreement, instrument or document evidencing or securing the Guaranteed Obligations or any other agreement, instrument or document or the extension or renewal thereof, in whole or in part, with or without notice to or assent from the Company, any other Subsidiary of the Company or any other guarantor of all or any portion of the Guaranteed Obligations, (iii) the validity, enforceability or priority of any lien or security interest securing the payment of the Guaranteed Obligations or any portion thereof, (iv) any rescission, compromise, alteration, amendment, modification, extension, renewal, release, change, waiver, consent, grant of any indulgence or other action in respect of any of the terms, provisions, covenants or conditions contained in any agreement, instrument or document evidencing or securing the Guaranteed Obligations or in any other agreement, instrument or document, (v) the absence of notice or the absence of or any delay in any action to enforce any obligation or to exercise any right or remedy against the Company, any other Subsidiary of the Company or any other guarantor of all or any portion of the Guaranteed Obligations, whether under any agreement, instrument or document evidencing or securing the Guaranteed Obligations or under any other agreement, instrument or document, or any indulgence or extension or waiver granted to or compromise with the Company, any other Subsidiary of the Company or any other Guarantor of all or any portion of the Guaranteed Obligations, or any action or proceeding taken or not taken with respect to or by or on behalf of the Company, any other Subsidiary of the Company or any other guarantor of all or any portion of the Guaranteed Obligations, or the holder of any agreement, instrument or document evidencing or securing the Guaranteed Obligations, (vi) any default, failure or delay in the performance and observance of each and every termany obligation, covenant covenant, duty, representation, warranty or agreement contained in this Agreement and any agreement, instrument or document evidencing or securing the Notes Guaranteed Obligations or in any other agreement, instrument or document, or arising pursuant to law, (vii) any act or thing or omission to do or delay in doing any act or thing which might in any manner result in any lack of proper authorization or any invalid execution of any agreement, instrument or document evidencing or securing the Guaranteed Obligations or any other agreement, instrument or document, (viii) any assumption by any Person of any obligation under any agreement, instrument or document evidencing or securing the Guaranteed Obligations or under any other agreement, instrument or document, (ix) any event of FORCE MAJEURE, (x) any release or substitution of any collateral for, or any obligor in respect of, the payment of the Guaranteed Obligations or obligations under any other agreement, instrument or document, in whole or in part, with or without notice to or assent from the Company, any other Subsidiary of the Company or any other guarantor of all or any portion of the Guaranteed Obligations, (xi) whether a lien on any collateral shall have been perfected or shall continue to be performed perfected, or observed whether any collateral shall be impaired in any manner, or whether any steps shall have been taken to enforce rights against the Company, any other Subsidiary of the Company or any other guarantor of all or any portion of the Guaranteed Obligations or to sell, exchange, release, surrender, realize upon or otherwise deal with, in any manner and in any order, any collateral and (xii) any other circumstances which might constitute a legal or equitable discharge or defense of a surety or guarantor. (c) The Guarantor hereby (i) waives diligence, presentment, demand (of payment or otherwise), protest, notice, filing of claims with a court in the event of the merger or bankruptcy of the Company, any other Subsidiary of the Company or any other guarantor of all or any portion of the Guaranteed Obligations, any right to require a proceeding first against the Company, any other Subsidiary of the Company or any other guarantor of all or any portion of the Guaranteed Obligations or to xxxxxxxx or realize on any collateral, with respect to the part Guaranteed Obligations, (ii) agrees that its obligations hereunder constitute guarantees of each Borrowerpayment and not of collection and are not in any way conditional or contingent upon any attempt to collect from or enforce any rights against the Company, any other Subsidiary of the Company or any other guarantor of all or any portion of the Guaranteed Obligations or upon any other condition or contingency, (iii) guarantees acknowledges that any agreement, instrument or document evidencing and/or securing the prompt Guaranteed Obligations may be transferred (upon and complete subject to the terms and conditions thereof) and that the benefit of the Guarantor's obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing and/or securing the Guaranteed Obligations automatically and without notice to the Guarantor, (iv) covenants that this Guaranty will not be discharged except by final, complete, indefeasible and irrevocable payment of all obligations and performance of the obligations contained in the agreements, instruments and documents evidencing or securing the Guaranteed Obligations and this Guaranty and (v) waives acceptance of this Guaranty by the Beneficiaries or notice or proof of reliance. (d) The Guarantor further agrees that if at any time all covenants or any part of any Borrower under payment theretofore applied by any interest rate or currency swap agreements or similar transactions with Beneficiary to any Bank, and (iv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantor hereunderGuaranteed Obligations is, or must be, rescinded or returned by such Beneficiary for any reason whatsoever, including, without limitation, the reasonable fees and disbursements of counsel (all insolvency, bankruptcy or reorganization of the foregoing being collectively referred Company, any other Subsidiary of the Company or any other guarantor of all or any portion of the Guaranteed Obligations, such Guaranteed Obligations or applicable portion thereof, for purposes of this Guaranty, to the extent that such payment is or must be rescinded or returned, shall be deemed to have continued in existence notwithstanding such application, and this Guaranty shall continue to be effective or be reinstated, as the "case may be, as to such Guaranteed Obligations")Obligations or applicable portion thereof as though such application had not been made, irrespective of whether any note or other evidence of indebtedness has been surrendered or cancelled. (be) If for any reason any duty, agreement or obligation of any Borrower Notwithstanding anything to the contrary contained in this Agreement shall not be performed or observed by any Borrower as provided thereinGuaranty, or if any amount payable under or in connection with this Agreement shall not be paid in full when the same becomes due and payable, each Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and liabilities of the Guarantor pursuant to pay forthwith each such amount this Guaranty shall at all times be subject to the Agent for the account Guarantor's Limit of the Banks regardless of any defense or setoff or counterclaim which any Borrower may have or assert, and regardless of any other condition or contingencyLiability.

Guarantee of Obligations. (a) Each The Guarantor hereby (i) guarantees------------------------ guarantees to each of the Beneficiaries, as principal primary obligor and not as surety onlysurety, to the Banks the full and prompt payment of by the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency lawLessee, rule, regulation or interpretation thereof) on the Advances and all other obligations of each Borrower to the Banks and the Agent under this Agreement when due, whether at the stated payment date thereof, by scheduled maturity, acceleration or otherwise, of, and the faithful performance of and compliance with, all payment obligations of the Lessee under the Participation Agreement, the Lease and the other Operative Documents owed to the Beneficiaries strictly in accordance with the terms of this Agreement thereof, however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint or several, and whether now or hereafter existing or due or to become due and the Notesfull, includingfaithful and timely performance of, without limitationand compliance with, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any other obligations of the Borrowers hereunderLessee owed to the Beneficiaries thereunder strictly in accordance with the terms thereof, including without limitation the reasonable fees and disbursements of counselhowever created, (ii) guarantees the prompt and punctual performance and observance of each and every termarising or evidenced, covenant whether direct or agreement contained in this Agreement and the Notes to be performed indirect, primary or observed on the part of each Borrowersecondary, (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate absolute or currency swap agreements contingent, joint or similar transactions with any Bankseveral, and whether now or hereafter existing or due or to become due (iv) agrees to make prompt payment, on demand, of any such payment and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantor hereunder, including, without limitationother obligations, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations"). Such ----------- guarantee is an absolute, unconditional, irrevocable, present and continuing guarantee of payment and performance and not of collectability. (b) If for any reason any duty, agreement or obligation of any Borrower contained in this Agreement shall not Obligation to be performed or observed by any Borrower as provided therein, the Lessee (whether affirmative or if any amount payable under or negative in connection with this Agreement character) shall not be observed or performed or paid strictly in full when accordance with the same becomes due terms thereof, the Guarantor shall, no later than fifteen (15) Business Days following the Guarantor's receipt of written notice by the relevant Beneficiary of such non- observance, non-performance or non-payment, and payableno earlier than five (5) Business Days following the Guarantor's receipt of such a notice in the case of non-payment of Basic Rent, each Guarantor undertakes to perform or observe or cause to be performed promptly or observed each such Obligation or shall pay the amount of each such unpaid Obligation at the place and to the Person or entity entitled thereto pursuant to the relevant Operative Documents, as the case may be, regardless of whether or not any Beneficiary or anyone on behalf of any of them shall have instituted any suit, action or proceeding or exhausted its remedies or taken any steps to enforce any rights against the Lessee or any other Person or entity to compel any such performance or observance or to collect all or any part of such duties, agreements and obligations and to pay forthwith each such amount pursuant to the Agent for the account provisions of the Banks regardless of any defense relevant Operative Documents, as the case may be, or setoff at law or counterclaim which any Borrower may have in equity, or assertotherwise, and regardless of any other condition or contingency; provided that notwithstanding the foregoing no notice shall be required if the Guarantor is subject to any bankruptcy or similar proceeding. Nothing in this Guaranty shall be construed to be a guarantee of payment of the Secured Notes.

Guarantee of Obligations. (a) Each Guarantor hereby (i) guaranteesGuarantors do hereby, jointly and severally, unconditionally, absolutely and irrevocably guarantee to the Administrative Agent, for the benefit of the Lenders and their respective successors and assigns, as principal a primary obligor and not merely as a surety only, to (all the Banks the prompt payment of the principal of monetary and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances and all other obligations of each Borrower referred to the Banks and the Agent under this Agreement when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement and the Notes, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations of the Borrowers hereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes to be performed or observed on the part of each Borrower, (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bank, and (iv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing Section being collectively referred to as the "“Guaranteed Obligations").”): (a) any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including reasonable attorney’s fees and expenses) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against Administrative Agent or Lenders and arising out of or in connection with the matters listed below: (i) fraud or material misrepresentation by any Transaction Party in connection with the Loan Documents; (ii) the misappropriation by any Transaction Party or any Affiliate thereof of any Rents or Distributions in violation of Section 6.8; (iii) any failure of the Borrower Parties to perform their obligations to properly account to Administrative Agent for any proceeds of insurance or awards or condemnation as required by the Loan Documents, to properly apply same in accordance with the terms and provisions of the Loan Documents, or for the misapplication or misappropriation by the Borrower Parties of condemnation or insurance proceeds; (iv) any act by a Transaction Party or any Affiliate thereof constituting intentional misconduct or waste of the Mortgaged Property; (v) the Borrower Parties’ failure to observe the covenants set forth in Sections 6.1 and 6.4 of the Credit Agreement; (vi) the Borrowers failure to maintain the insurance required to be maintained under the Loan Documents or pay Taxes or Impositions required to be paid under Section 5.8; (b) If for any reason any duty, agreement or obligation upon the occurrence of any Borrower contained of the following events, all of the Obligations: (i) any Transaction Party files a petition or commences any proceeding as to which such Person is the debtor therein pursuant to the Bankruptcy Code, any successor statute, any similar debtor relief law, or any state insolvency proceedings, or (ii) any Transaction Party shall institute any proceeding for the dissolution or liquidation of a Transaction Party, or shall make an assignment for the benefit of creditors with respect to a Transaction Party, or (iii) any of the actions described in this Agreement shall not be performed subsections (a) or observed (b) is commenced or filing is made as to which a Transaction Party is the debtor therein by any Borrower as provided thereinAffiliate of any Transaction Parties or through collusion with any third party. Guarantors further agree that the Guaranteed Obligations may be Modified, waived, accelerated or if any amount payable under compromised from time to time, in whole or in connection with this Agreement shall not be paid in full when the same becomes due part, without notice to or further assent from them, and payablethat they will remain bound upon its guarantee notwithstanding any Modification, each Guarantor undertakes to perform waiver, acceleration or cause to be performed promptly each compromise of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account any of the Banks regardless of any defense or setoff or counterclaim which any Borrower may have or assert, and regardless of any other condition or contingencyGuaranteed Obligations.

Guarantee of Obligations. (a) Each Guarantor hereby (i) guarantees, as principal obligor guarantees to Landlord the full and not as surety only, to the Banks the prompt payment when due of all Basic Rent (as defined in the principal of Lease), Additional Rent (as defined in the Lease) and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue other charges payable by operation of any insolvency lawTenant under the Lease, rule, regulation or interpretation thereof) on the Advances and all other obligations of each Borrower to the Banks and the Agent under this Agreement when due, whether by scheduled maturity, acceleration or otherwise, full and prompt performance of all in accordance with the terms of this Agreement covenants and the Notes, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations of the Borrowers hereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes conditions therein provided to be performed or observed on by Tenant (the part of each Borrower, (iii) guarantees the prompt "Obligations"); and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bank, and (iv) agrees Guarantor does hereby become surety to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel (Landlord for all of the foregoing being collectively referred to as the "Guaranteed Obligations"). (b) If for a default (after giving effect to any reason applicable notice and cure periods set forth in the Lease) shall at any dutytime be made by Tenant, agreement or obligation its successors and assigns, in the payment of any Borrower such rent or other charges payable by Tenant under the Lease or in performance of any of the covenants or conditions contained in this Agreement the Lease, Guarantor shall not be performed forthwith pay such rent or observed other charges to Landlord and any arrears thereof, and will forthwith faithfully perform all of such covenants and conditions, and will forthwith pay to Landlord all damages and expenses actually incurred by Landlord that arise out of such default by Tenant, its successors and assigns, under the Lease (including, without limitation, all reasonable attorneys' fees incurred by Landlord or caused by any Borrower such default or by the enforcement of this Guaranty and all late charges incurred by Landlord under the Loan (hereafter defined) ). So long as provided thereinthe Indenture (hereafter defined) has not been discharged or the Loan has not been repaid in full, all payments due from Guarantor to Landlord hereunder shall be made by Guarantor to Lender in accordance with section 15 hereof. After the Indenture has been discharged and the Loan has been repaid in full, Guarantor shall make all payments due to Landlord hereunder by wire transfer in immediately available funds into the account specified by Landlord by notice to Guarantor under section 8 hereof or if any amount payable under no such account has been specified, by check delivered to Landlord at its address shown in the Lease. (c) In addition, in case the Lease shall be terminated, modified or in connection with this Agreement any way affected as a result of the rejection or disaffirmance thereof in any bankruptcy, insolvency, reorganization, dissolution or similar proceeding, Guarantor's obligations hereunder shall not be paid in full when continue to the same becomes due extent as if the Lease had not been so terminated, modified, rejected or disaffirmed. Guarantor waives all rights and payablebenefits which might accrue to it by reason of any such proceeding, each and Guarantor undertakes to perform or cause to agrees that it shall be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent liable for the account full amount of the Banks regardless Obligations without regard to any limitation or discharge of liability of Tenant that may result from any defense or setoff or counterclaim which any Borrower may have or assert, and regardless of any other condition or contingencysuch proceeding.

Guarantee of Obligations. (a) Each Guarantor The Company hereby (i) guarantees, as principal obligor and not as surety only, to the Banks the prompt payment of the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances Loans and all other obligations of each Borrower the Subsidiary Borrowers to the Banks and the Agent under this Agreement when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement and the Notes, including, without limitation, fees, reimbursement obligations, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations of the Subsidiary Borrowers hereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes to be performed or observed on the part of each Borrower, the Subsidiary Borrowers and (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bank, and (iv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantor Company hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations"). (b) If for any reason any duty, agreement or obligation of any Subsidiary Borrower contained in this Agreement shall not be performed or observed by any Subsidiary Borrower as provided therein, or if any amount payable under or in connection with this Agreement shall not be paid in full when the same becomes due and payable, each Guarantor the Company undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks regardless of any defense or setoff or counterclaim which any Subsidiary Borrower may have or assert, and regardless of any other condition or contingency.

Guarantee of Obligations. (a) Each The Guarantor hereby (i) guarantees, as principal obligor and not as surety only, to the Banks the prompt payment of the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on (x) the Advances Loans made to any of the Borrowing Subsidiaries, (y) reimbursement of all amounts due to the Banks upon issuance of letters of credit for the benefit of any of the Borrowing Subsidiaries, and (z) all other loans or advances by any Bank to any of the Borrowing Subsidiaries, or other obligations of each Borrower any of the Borrowing Subsidiaries to the Banks Agent and the Agent under this Agreement Banks, including without limitation foreign exchange loans and advances which are not made pursuant to the terms of the Credit Agreement, all when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this the Credit Agreement or such other documents or instruments evidencing such loans, advances or obligations (the "Other Loan Documents"), and any and all other amounts which may be payable by any of the Borrowing Subsidiaries to any Bank or the Agent in connection with or pursuant to the Credit Agreement and the NotesOther Loan Documents, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations of the Borrowers hereunderBorrowing Subsidiaries thereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this the Credit Agreement and the Notes Other Loan Documents to be performed or observed on the part of each Borrower, (iii) guarantees any of the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any BankBorrowing Subsidiaries, and (iviii) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations", and the Credit Agreement and the Other Loan Documents are sometimes collectively referred to as the "Credit Agreements"). (ba) If for any reason any duty, agreement or obligation of any Borrower of the Borrowing Subsidiaries contained in this Agreement the Credit Agreements shall not be performed or observed by any Borrower the relevant Borrowing Subsidiary as provided therein, or if any amount payable under or in connection with this Agreement the Credit Agreements shall not be paid in full when the same becomes due and payable, each the Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks regardless of any defense or setoff or counterclaim which any Borrower of the Borrowing Subsidiaries may have or assert, and regardless of any other condition or contingency. (b) The date and amount of advances of principal made by the Banks in respect of the Loans made to the Borrowing Subsidiaries and the aggregate principal amount thereof and accrued interest thereon shown upon the books and records of each respective Bank and in any certificate delivered by any Bank to the Guarantor in respect thereof, shall be prima facie evidence of the principal amount and accrued interest owing and unpaid on such Loans. The failure to record any such information on such books and records shall not, however, limit or otherwise affect the obligations of any of the Borrowing Subsidiaries to repay the principal amount of such Loans together with accrued interest thereon or the obligations of the Guarantor hereunder with respect thereto.

Guarantee of Obligations. (a) Each Guarantor hereby (i) guarantees, as principal obligor and not as surety only, to the Banks the prompt payment of the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances and all other obligations of each Borrower the Company to the Banks and the Agent Agents under this Agreement when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement Agreement, the Notes and the NotesSecurity Documents, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent Agents in connection with enforcing any obligations of the Borrowers Company hereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement Agreement, the Notes and the Notes Security Documents to be performed or observed on the part of each Borrower, the Company and (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bank, and (iv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent Agents in connection with enforcing the obligations of the Guarantor Guarantors hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations"). (b) If for any reason any duty, agreement or obligation of any Borrower the Company contained in this Agreement shall not be performed or observed by any Borrower the Company as provided therein, or if any amount payable under or in connection with this Agreement shall not be paid in full when the same becomes due and payable, each Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent Agents for the account of the Banks regardless of any defense or setoff or counterclaim which any Borrower the Company may have or assert, and regardless of any other condition or contingency.

Guarantee of Obligations. (a) Each The Guarantor hereby (i) guarantees, as principal obligor and not as surety only, guarantees to the Banks Lenders the prompt payment of the principal of and any and all accrued and unpaid interest (including without limitation interest which otherwise may cease to accrue by operation which, but for the filing of any insolvency lawa bankruptcy petition, rule, regulation or interpretation thereofwould have accrued on the principal amount of the Guaranteed Obligations hereinafter defined) on the Advances and all other obligations of each Borrower to the Banks and the Agent under this Agreement Loans, when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement the Notes and the NotesCredit Agreement, includingand any and all other amounts which may be payable by the Borrower to the Lenders, or any one or more of them, in connection with or pursuant to any of the Operative Documents, including without limitation, limitation default interest, indemnification payments and all reasonable costs and expenses incurred by any Lender or the Banks and the Administrative Agent in connection with enforcing any obligations of the Borrowers hereunderBorrower thereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes to be performed or observed on the part of each Borrower, (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants including without limitation counsel who are employees of any Borrower under any interest rate Lender or currency swap agreements or similar transactions with any Bankthe Administrative Agent, and (ivii) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks Lenders or the Administrative Agent in connection with enforcing the obligations of the Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel, including without limitation counsel who are employees of any Lender or the Administrative Agent (all of the foregoing being collectively referred to as the "Guaranteed Obligations"). (ba) If for any reason any duty, agreement or obligation of any Borrower contained in this Agreement shall not be performed or observed by any Borrower as provided therein, or if any amount payable under or in connection with this Agreement any Operative Document shall not be paid in full when the same becomes due and payable, each the Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Lenders and the Administrative Agent for the account of the Banks regardless of any defense or setoff or counterclaim which any the Borrower may have or assert, and regardless of any other condition or contingency. (b) The date and amount of the Loans and of each payment of principal and interest thereon and other amounts received, and the aggregate amount thereof shown upon the books and records of the respective Lenders or the Administrative Agent or upon the schedules attached to the Notes, and in any certificate delivered by any Lender or the Administrative Agent to the Guarantor in respect thereof, shall be prima facie evidence of the amount due, owing and unpaid on the Loans. The failure to record any such information on such books and records or upon such schedule shall not, however, limit or otherwise affect the obligations of the Borrower to repay the amount of the Loans together with accrued interest thereon or the obligations of the Guarantor hereunder with respect thereto.

Guarantee of Obligations. (a) Each Guarantor hereby (i) guarantees, as principal obligor and not as surety only, to the Banks the prompt payment of the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances and all other obligations of each Borrower the Borrowers to the Banks and the Agent under this the Credit Agreement when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this the Credit Agreement and the Notes, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations of the Borrowers hereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this the Credit Agreement and the Notes to be performed or observed on the part of each Borrower, the Borrowers and (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bank, and (iv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the each Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "“Guaranteed Obligations"”). (b) If for any reason any duty, agreement or obligation of any Borrower contained in this the Credit Agreement shall not be performed or observed by any Borrower as provided therein, or if any amount payable under or in connection with this the Credit Agreement shall not be paid in full when the same becomes due and payable, each Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks regardless of any defense or setoff or counterclaim which any Borrower may have or assert, and regardless of any other condition or contingency. (c) Notwithstanding anything in this Guaranty to the contrary, the aggregate amount of the Guaranteed Obligations payable by any Guarantor organized under the laws of a jurisdiction outside of the United States of America (such Guarantors hereinafter sometimes referred to individually as a “Foreign Guarantor” and collectively as the “Foreign Guarantors”) under this Guaranty at any time shall not exceed the product of (i) the aggregate outstanding amount of the principal and accrued interest on the loans made by the Company to such Foreign Guarantor (the “Intercompany Loans”) at such time, times (ii) a fraction, the numerator of which is the aggregate principal amount of, premium, if any, and interest on the Advance at such time, and the denominator of which is the sum of the aggregate principal amount of, premium, if any, and interest on the Advances and the Senior Notes at such time. The Foreign Guarantors and the Company acknowledge and agree that they will notify the Agent of the amount of the Intercompany Loans within 15 days after the end of each month and they will not reduce the amount of the Intercompany Loans if such reduction would cause an Event of Default or a Default. (d) The Guarantors hereby agree to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantors hereunder, including, without limitation, the reasonable fees and disbursements of counsel. The amounts payable under this clause (d) are in addition to the Guaranteed Obligations.

Guarantee of Obligations. (ai) Each Guarantor hereby (ix) guarantees, as a principal obligor and not as surety only, to the Banks you the prompt payment of the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances and all other obligations Obligations, including the Note, of each Borrower to the Banks and the Agent you under this Agreement when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement and the NotesNote, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent you in connection with enforcing any obligations the Obligations of the Borrowers Borrower hereunder, including without limitation the reasonable fees and disbursements of counsel, (iiy) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes Note to be performed or observed on the part of each Borrower, (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bank, and (ivz) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent you in connection with enforcing the obligations of the Guarantor Guarantors hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations."). (bii) If for any reason any duty, agreement or obligation of any Borrower contained in this Agreement shall not be performed or observed by any Borrower as provided therein, or if any amount payable under or in connection with this Agreement shall not be paid in full when the same becomes due and payable, each Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks you regardless of any defense or setoff or counterclaim which any Borrower may have or assert, and regardless of any other condition or contingency.

Guarantee of Obligations. (aA) Each Guarantor The Company hereby (i) guarantees, as principal obligor and not as surety only, to the Banks the prompt payment of the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances Loans and all other obligations of each Borrower Masco Europe to the Banks and the Agent under this Agreement when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement and the Notes, including, without limitation, fees, reimbursement obligations, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations of the Borrowers Masco Europe hereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes to be performed or observed on the part of each Borrower, Masco Europe and (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bank, and (iv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantor Company hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations"). (bB) If for any reason any duty, agreement or obligation of any Borrower Masco Europe contained in this Agreement shall not be performed or observed by any Borrower Masco Europe as provided therein, or if any amount payable under or in connection with this Agreement shall not be paid in full when the same becomes due and payable, each Guarantor the Company undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks regardless of any defense or setoff or counterclaim which any Borrower Masco Europe may have or assert, and regardless of any other condition or contingency.. SIDLEY XXXXXX XXXXX & XXXX LLP

Guarantee of Obligations. (a) Each The Guarantor hereby (i) guarantees------------------------ guarantees to each of the Beneficiaries, as principal primary obligor and not as surety onlysurety, to the Banks the full and prompt payment of by the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency lawCharterer, rule, regulation or interpretation thereof) on the Advances and all other obligations of each Borrower to the Banks and the Agent under this Agreement when due, whether at the stated payment date thereof, by scheduled maturity, acceleration or otherwise, of, and the faithful performance of and compliance with, all payment obligations of the Charterer under the Participation Agreement, the Charter, the Tax Indemnity Agreement and the other Operative Documents (collectively, the "Guaranty Documents") owed to -------- --------- the Beneficiaries in accordance with the terms of this Agreement thereof, however created, arising or evidenced, whether direct or indirect, primary or secondary, absolute or contingent, joint or several, and whether now or hereafter existing or due or to become due and the Notesfull, includingfaithful and timely performance of, without limitationand compliance with, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any other obligations of the Borrowers hereunderCharterer owed to the Beneficiaries thereunder in accordance with the terms thereof, including without limitation the reasonable fees and disbursements of counselhowever created, (ii) guarantees the prompt and punctual performance and observance of each and every termarising or evidenced, covenant whether direct or agreement contained in this Agreement and the Notes to be performed indirect, primary or observed on the part of each Borrowersecondary, (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate absolute or currency swap agreements contingent, joint or similar transactions with any Bankseveral, and whether now or hereafter existing or due or to become due (iv) agrees to make prompt payment, on demand, of any such payment and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantor hereunder, including, without limitationother obligations, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations"). Such ----------- guarantee is an absolute, unconditional, irrevocable, present and continuing guarantee of payment and performance and not of collectibility. (b) If for any reason any duty, agreement or obligation of any Borrower contained in this Agreement shall not Obligation to be performed or observed by any Borrower as provided therein, the Charterer (whether affirmative or if any amount payable under or negative in connection with this Agreement character) shall not be observed or performed or paid strictly in full when accordance with the same becomes due terms thereof, the Guarantor shall, no later than fifteen (15) Business Days following the Guarantor's receipt of written notice by the relevant Beneficiary of such non- observance, non-performance or non-payment, and payablenot less than five (5) Business Days following the Guarantor's receipt of such a notice in the case of non- payment of Base Charter Hire, each Guarantor undertakes to perform or observe or cause to be performed promptly or observed each such Obligation or shall pay the amount of each such unpaid Obligation at the place and to the Person entitled thereto pursuant to the relevant Guaranty Documents, as the case may be, regardless of whether or not any Beneficiary or anyone on behalf of any of them shall have instituted any suit, action or proceeding or exhausted its remedies or taken any steps to enforce any rights against the Charterer or any other Person to compel any such performance or observance or to collect all or any part of such duties, agreements and obligations and to pay forthwith each such amount pursuant to the Agent for the account provisions of the Banks regardless of any defense relevant Guaranty Documents, as the case may be, or setoff at law or counterclaim which any Borrower may have in equity, or assertotherwise, and regardless of any other condition or contingency; provided that notwithstanding the foregoing no notice shall be required if the Guarantor is subject to any bankruptcy or similar proceeding. Nothing in this Guaranty shall be construed to be a guarantee of payment of the Secured Notes.

Guarantee of Obligations. (a) Each The Guarantor hereby (i) guarantees, as principal obligor and not as surety only, guarantees to the Banks Bank One the prompt payment of the principal of the loans made to the Company by Bank One as a lender under the Credit Agreement but in no event more than $19,260,000 (the "Bank One Share of the Loans") and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances and all other obligations Bank One Share of each Borrower to the Banks and the Agent under this Agreement Loans when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement and the Notes, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations of the Borrowers hereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Credit Agreement and the Notes held and to be performed or observed on the part of each Borrower, (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bankheld by Bank One, and (ivii) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks Bank One or the Agent in connection with enforcing the obligations of the Guarantor hereunder, including, including without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations"). (b) If for any reason any duty, agreement or obligation of any Borrower contained in this Agreement shall not be performed or observed by any Borrower as provided therein, or if any amount payable under or in connection with this Agreement the Guaranteed Obligations shall not be paid in full when the same becomes due and payable, each the Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks Bank One regardless of any defense or setoff or counterclaim which any Borrower the Company may have or assert, and regardless of any other condition or contingency. If the Guarantor shall make any payments in respect of the Guaranteed Obligations, the Guarantor shall be subrogated pro tanto to the rights of Bank One in connection therewith, PROVIDED, HOWEVER, that no such rights of subrogation or any other rights of the Guarantor against the Company in connection with the transactions contemplated hereby shall accrue or be exercisable by the Guarantor until all principal of and accrued and unpaid interest on the Loans and other amounts due under the Operative Documents shall have been paid in full to the Banks and the Agent and not be subject to any revocation or rescission. (c) The date and amount of advances of principal made by Bank One in respect of the Loans and of each payment of principal and interest thereon received by Bank One, and the aggregate principal amount thereof and accrued interest thereon shown upon the books and records of Bank One, and in any certificate delivered by Bank One to the Guarantor in respect thereof, shall be prima facie evidence of the principal amount and accrued interest owing and unpaid on the Loans. The failure to record any such information on such books and records shall not, however, limit or otherwise affect the obligations of the Company to repay the principal amount of the Loans together with accrued interest thereon or the obligations of the Guarantor hereunder with respect to the Guaranteed Obligations.

Guarantee of Obligations. (a) Each Guarantor hereby (i) guarantees, as principal obligor and not as surety only, to the Administrative Agent and the Banks the prompt payment of the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances Loans and all other obligations of each Borrower to the Banks Administrative Agent and the Agent Banks under this the Credit Agreement when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this the Credit Agreement and the Notes, including, without limitation, default interest, all reimbursement obligations under any letters of credit, indemnification payments and all FORM OF GUARANTY 1 reasonable costs and expenses incurred by the Banks and the Administrative Agent in connection with enforcing any obligations of the Borrowers Borrower hereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes any Operative Document to be performed or observed on the part of each Borrower, (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with the Administrative Agent or any Bank, Bank entered into pursuant to or in connection with the Credit Agreement and (iv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Administrative Agent in connection with enforcing the obligations of the Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations"). (b) If for any reason any duty, agreement or obligation of any Borrower contained in this Agreement any Operative Document shall not be performed or observed by any Borrower as provided therein, or if any amount payable under or in connection with this Agreement any Operative Document shall not be paid in full when the same becomes due and payable, each Guarantor undertakes undertakes, but without duplication, to perform or cause to be performed promptly promptly, each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks regardless of any defense or setoff or counterclaim which any Borrower may have or assert, and regardless of any other condition or contingency.

Guarantee of Obligations. (a) Each Guarantor hereby (i) guaranteesGuarantors do hereby, jointly and severally, unconditionally, absolutely and irrevocably guarantee to the Administrative Agent, for the benefit of the Lenders and their respective successors and assigns, as principal a primary obligor and not merely as a surety only, to (all the Banks the prompt payment of the principal of monetary and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances and all other obligations of each Borrower referred to the Banks and the Agent under this Agreement when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement and the Notes, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations of the Borrowers hereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes to be performed or observed on the part of each Borrower, (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bank, and (iv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing Section being collectively referred to as the "“Guaranteed Obligations").”): (a) any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including reasonable attorney’s fees and expenses) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against Administrative Agent or Lenders and arising out of or in connection with the matters listed below: (i) fraud or material misrepresentation by any Transaction Party in connection with the Loan Documents; (ii) the misappropriation by any Transaction Party or any Affiliate thereof of any Rents or Distributions in violation of Section 6.8; (iii) any failure of the Borrower Parties to perform their obligations to properly account to Administrative Agent for any proceeds of insurance or awards or condemnation as required by the Loan Documents, to properly apply same in accordance with the terms and provisions of the Loan Documents, or for the misapplication or misappropriation by the Borrower Parties of condemnation or insurance proceeds; (iv) any act by a Transaction Party or any Affiliate thereof constituting intentional misconduct or waste of the Mortgaged Property; (v) the Borrower Parties’ failure to observe the covenants set forth in Sections 6.1 and 6.4 of the Credit Agreement; (vi) the Borrowers failure to maintain the insurance required to be maintained under the Loan Documents or pay Taxes or Impositions, required to be paid under Section 5.8; (b) If for any reason any duty, agreement or obligation upon the occurrence of any Borrower contained of the following events, all of the Obligations: (i) any Transaction Party files a petition or commences any proceeding as to which such Person is the debtor therein pursuant to the Bankruptcy Code, any successor statute, any similar debtor relief law, or any state insolvency proceedings, or (ii) any Transaction Party shall institute any proceeding for the dissolution or liquidation of a Transaction Party, or shall make an assignment for the benefit of creditors with respect to a Transaction Party, or (iii) any of the actions described in this Agreement shall not be performed subsections (a) or observed (b) is commenced or filing is made as to which a Transaction Party is the debtor therein by any Borrower as provided thereinAffiliate of any Transaction Parties or through collusion with any third party. Guarantors further agree that the Guaranteed Obligations may be Modified, waived, accelerated or if any amount payable under compromised from time to time, in whole or in connection with this Agreement shall not be paid in full when the same becomes due part, without notice to or further assent from them, and payablethat they will remain bound upon its guarantee notwithstanding any Modification, each Guarantor undertakes to perform waiver, acceleration or cause to be performed promptly each compromise of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account any of the Banks regardless of any defense or setoff or counterclaim which any Borrower may have or assert, and regardless of any other condition or contingencyGuaranteed Obligations.

Guarantee of Obligations. (a) Each Guarantor Transocean Inc. hereby (i) guarantees, irrevocably and unconditionally guarantees as principal primary obligor and not merely as surety onlyto each Holder of a Note authenticated and delivered by the Trustee, and to the Banks Trustee and its successors and assigns, the prompt due and punctual payment of the principal of of, premium, if any, and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances and all other obligations of each Borrower Notes, subject to the Banks and the Agent under this Agreement when dueany applicable grace period, whether by scheduled at stated maturity, by acceleration or otherwise, and the due and punctual performance of all other payment obligations of the Company, to the Holders or the Trustee under the Indenture in accordance with the terms hereof and thereof. The Guarantor hereby agrees that its obligations hereunder shall be primary, absolute, a guarantee of this Agreement prompt payment and the Notesperformance and not a guarantee of collection, includingunconditional, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations irrespective of the Borrowers hereunder, including without limitation the reasonable fees and disbursements validity or enforceability of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes to be performed or observed on the part of each Borrower, (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any Bank, and (iv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantor hereunder, including, without limitationCompany under the Indenture, the reasonable fees and disbursements absence of counsel any action to enforce the same, the recovery of any judgment against the Company or any other obligor with respect to the Indenture or the Notes, any action to enforce the same or any other circumstances (all other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantor will be obligated to pay the same immediately. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the foregoing being collectively referred Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever. The Guarantee shall be a senior obligation of the Guarantor. Each payment to be made by the Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature (except as required by applicable law). The Guarantor covenants that this Guarantee will not be discharged except by complete performance of the payment obligations contained in the Indenture, the Notes and in this Guarantee. The Guarantor shall be subrogated to all rights of the registered owners of the Notes in respect of any amounts paid by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation only after the principal of, premium, if any, and interest on the Notes and all other amounts owed to the registered owners of the Notes hereunder have been paid in full. This Guarantee shall continue to be effective or reinstated, as the "Guaranteed Obligations"). (b) If for case may be, if at any reason time any dutypayment of the principal of, agreement or obligation of any Borrower contained in this Agreement shall not be performed or observed by any Borrower as provided thereinpremium, if any, or if interest on the Notes or any amount payable under or in connection with this Agreement shall not be paid in full when the same becomes due and payable, each Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount other amounts owed to the Agent for the account registered owners of the Banks regardless Notes hereunder or thereunder is rescinded or must otherwise be returned by such registered owners upon the insolvency, bankruptcy or reorganization of any defense the Guarantor, the Company or setoff or counterclaim which any Borrower may have or assertotherwise, and regardless of any other condition or contingencyall as though such payment had not been made.

Guarantee of Obligations. (a) Each Guarantor hereby jointly and severally, unconditionally and irrevocably reaffirms and continues to guarantee to each of the Beneficiaries to whom the following obligations are owed, as the primary obligation and debt of such Guarantor and not as a surety, the due and punctual payment of, without duplication, (i) guaranteesall principal, interest, fees and other amounts required to be paid, from time to time, by the Borrowers under or in respect of the Revolving Credit Agreement, including the Notes when and as principal obligor the same shall become due and not as surety onlypayable, whether on the due date therefor, upon stated maturity, by acceleration, upon demand or otherwise, according to the Banks the prompt payment terms of the principal Revolving Credit Agreement or the other Loan Documents, (ii) all obligations of the Borrowers under the Security Agreement, and (iii) all other present and future obligations and liabilities (whether absolute, fixed or contingent, matured or unmatured, joint, several or independent and howsoever acquired) of the Borrowers to the Beneficiaries, or any of them, arising out of or in any way relating to any and all accrued of the Loan Documents and unpaid interest the transactions contemplated thereby (including interest which otherwise may cease all of the foregoing, collectively, the “Guaranteed Obligations”). In case of the failure of the Borrowers or any Guarantor to accrue by operation of duly, punctually and indefeasibly make any insolvency lawsuch payment in full as and when due and payable, ruleeach Guarantor hereby agrees to duly, regulation or interpretation thereof) punctually and indefeasibly make such payment as and when the same shall become due and payable, whether on the Advances and all other obligations of each Borrower to the Banks and the Agent under this Agreement when duedue date therefor, whether by scheduled upon stated maturity, acceleration by acceleration, upon demand or otherwise, all in accordance with the terms of this Agreement Guarantee, the Revolving Credit Agreement, the other Loan Documents and the Notesother agreements underlying the respective Guaranteed Obligations. (b) No payment or payments made by the Borrowers, any Guarantor, any other guarantor or any other Person, or received or collected by Administrative Agent, Collateral Agent or any Beneficiary from the Borrowers, any Guarantor, any other guarantor or any other Person, whether by virtue of any action or proceeding or any set-off, appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment or payments remain liable for the Guaranteed Obligations; provided, that with respect to any particular Guarantor, payments made by or received or collected from such Guarantor in respect of the Guaranteed Obligations shall reduce the Guaranteed Obligations of such Guarantor. (c) Notwithstanding any provision to the contrary contained herein or in any other of the Loan Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations because of Section 548 of Chapter 11 of the Borrowers hereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant Bankruptcy Code or agreement contained in this Agreement and the Notes to be performed or observed on the part of each Borrower, (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar transactions with any Bank, statute or common law) then the Guaranteed Obligations of such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and (iv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations"federal Bankruptcy Code). (bd) If To the extent that any Guarantor shall make a payment under this Guaranty of all or any of the Guaranteed Obligations (a “Guarantor Payment”) which, taking into account all other Guarantor Payments hereunder, then previously or concurrently made by the other Guarantors hereunder (collectively, the “Contributing Guarantors”), exceeds the amount which any Guarantor would otherwise have paid if such Guarantor and each of the Contributing Guarantors had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion that such Guarantor’s “Allocable Amount” (as defined below) (in effect immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of all of Contributing Guarantors in effect immediately prior to the making of such Guarantor Payment, then, following the Termination Date, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each of the other Contributing Guarantors for any reason any dutythe amount of such excess, agreement or obligation pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. (e) As of any Borrower contained date of determination, the “Allocable Amount” of each of the Contributing Guarantors shall be equal to the maximum amount of the claim which could then be recovered from such Contributing Guarantor under this Guaranty, without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. (f) Sections 2(c) and (d) are intended only to define the relative rights of the Contributing Guarantors and nothing set forth in this Agreement Section 2(c) or (d) is intended to or shall not be performed or observed by impair the obligations of the Contributing Guarantors, jointly and severally, to pay any Borrower amounts as provided therein, or if any amount payable under or in connection with this Agreement shall not be paid in full and when the same becomes shall become due and payable, each payable in accordance with the terms of this Guarantee. (g) The rights of Guarantors under Section 2(c) shall be exercisable upon the Termination Date. (h) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of any Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks regardless of any defense or setoff or counterclaim which any Borrower may have or assert, extent such contribution and regardless of any other condition or contingencyindemnification is owing.

Guarantee of Obligations. (a) Each The Guarantor hereby (i) guarantees, as principal obligor and not as surety only, to the Banks and the Agent the prompt payment of the principal of and any and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation of any insolvency law, rule, regulation or interpretation thereof) on the Advances Loans made to any of the Borrowing Subsidiaries and all other loans or advances by any Bank to any of the Borrowing Subsidiaries, or other obligations of each Borrower any of the Borrowing Subsidiaries to the Banks Agent and the Agent under this Agreement Banks, including without limitation foreign exchange loans and advances which are not made pursuant to the terms of the Loan Agreement, all when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of this Agreement the Loan Agreements and any and all other present or future amounts which may be payable by any of the NotesBorrowing Subsidiaries to any Bank or the Agent at any time in connection with or pursuant to the Loan Documents, including, without limitation, default interest, indemnification payments and all reasonable costs and expenses incurred by the Banks and the Agent in connection with enforcing any obligations of the Borrowers hereunderBorrowing Subsidiaries thereunder, including without limitation the reasonable fees and disbursements of counsel, (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in this Agreement and the Notes each Loan Document to be performed or observed on the part of each Borrower, (iii) guarantees any of the prompt and complete payment of all obligations and performance of all covenants of any Borrower under any interest rate or currency swap agreements or similar transactions with any BankBorrowing Subsidiaries, and (iviii) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Banks or the Agent in connection with enforcing the obligations of the Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing described in (i), (ii) and (iii) whether now existing or hereafter arising, being collectively referred to as the "Guaranteed Obligations"). (ba) If for any reason any duty, agreement or obligation of any Borrower of the Borrowing Subsidiaries contained in this Agreement the Loan Agreements shall not be performed or observed by any Borrower the relevant Borrowing Subsidiary as provided therein, or if any amount payable under or in connection with this Agreement the Loan Agreements shall not be paid in full when the same becomes due and payable, each the Guarantor undertakes to perform or cause to be performed promptly each of such duties, agreements and obligations and to pay forthwith each such amount to the Agent for the account of the Banks regardless of any defense or setoff or counterclaim which any Borrower of the Borrowing Subsidiaries may have or assert, and regardless of any other condition or contingency. (b) The date and amount of the Guaranteed Obligations shown upon the books and records of each respective Bank and in any certificate delivered by any Bank to the Guarantor in respect thereof shall be prima facie evidence of the amount owing and unpaid the Guaranteed Obligations. The failure to record any such information on such books and records shall not, however, limit or otherwise affect the obligations of any of the Borrowing Subsidiaries to repay the Guaranteed Obligations or the obligations of the Guarantor hereunder with respect thereto.