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 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 the Borrower and the Borrowing Subsidiary to the Lenders and the Agent under 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 the Credit Agreement, the Swap Documents, the Notes and the other 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 Lenders and the Agent in connection with enforcing any obligations of the Borrower 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 any Operative Document to be performed or observed on the part of the Borrower and the Borrowing Subsidiary and (iii) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Lenders or the Agent in connection with enforcing the obligations of 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").

Guarantee of Obligations. (a) Each The Guarantor hereby (i) guarantees, as principal obligor and not as surety only, to the Lenders 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 any of the Borrower Borrowing Subsidiaries to the Agent and the Borrowing Subsidiary Banks, including without limitation foreign exchange loans and advances which are not made pursuant to the Lenders and terms of the Agent under the Credit Loan Agreement, the Notes, the Letters of Credit, the Security Documents and the Swap Documents all when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of the Credit Agreement, Loan Agreements and any and all other present or future amounts which may be payable by any of the Swap Documents, Borrowing Subsidiaries to any Bank or the Notes and Agent at any time in connection with or pursuant to the other Operative Loan 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 Lenders Banks and the Agent in connection with enforcing any obligations of the Borrower and the Borrowing Subsidiary 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 any Operative each Loan Document to be performed or observed on the part of the Borrower and any of the Borrowing Subsidiary Subsidiaries, and (iii) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Lenders Banks or the Agent in connection with enforcing the obligations of any 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").

Guarantee of Obligations. (a) Each The Guarantor hereby (i) guarantees, as principal obligor and not as surety only, to the Lenders 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 any of the Borrower Borrowing Subsidiaries to the Agent and the Borrowing Subsidiary Banks, including without limitation foreign exchange loans and advances which are not made pursuant to the Lenders and the Agent under terms of the Credit Agreement, the Notes, the Letters of Credit, the Security Documents and the Swap Documents all when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of the Credit AgreementAgreement or such other documents or instruments evidencing such loans, advances or obligations (the Swap "Other Loan Documents"), and any and all other amounts which may be payable by any of the Notes Borrowing Subsidiaries to any Bank or the Agent in connection with or pursuant to the Credit Agreement and the other Operative Other Loan 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 Lenders Banks and the Agent in connection with enforcing any obligations of the Borrower and the Borrowing Subsidiary 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 any Operative Document the Credit Agreement and the Other Loan Documents to be performed or observed on the part of the Borrower and any of the Borrowing Subsidiary Subsidiaries, and (iii) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Lenders Banks or the Agent in connection with enforcing the obligations of any 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").

Guarantee of Obligations. Guarantor does hereby unconditionally, absolutely and irrevocably guarantee to Administrative Agent, for the benefit of the Lenders, Swing Line Lender, Issuing Lender, each Agent and their respective successors and assigns, as a primary obligor and not merely as a surety, (a) Each Guarantor hereby the due and punctual payment by Borrower of (i) guarantees, as principal obligor and not as surety only, to the Lenders the prompt payment of the principal of and any premium, if any, and all accrued and unpaid interest (including interest which otherwise may cease to accrue by operation accruing during the pendency of any insolvency lawbankruptcy, ruleinsolvency, regulation receivership or interpretation thereofother similar proceeding, regardless of whether allowed or allowable in such proceeding or otherwise enforceable) on the Advances Credit Facility, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and (ii) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of the any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding or otherwise enforceable), of Borrower and the Borrowing Subsidiary to the Lenders Lenders, the Swing Line Lender, the Issuing Lender and the any Agent under the Credit AgreementAgreement or the other Loan Documents, and (b) the Notesdue and punctual performance of all covenants, agreements, obligations and liabilities of Borrower under or pursuant to the Letters of Credit, the Security Documents Credit Agreement and the Swap other Loan Documents when due(all the monetary and other obligations referred to in the preceding clauses (a) and (b) being collectively called the “Guaranteed Obligations”). Guarantor further agrees that the Guaranteed Obligations may be Modified, whether by scheduled maturitywaived, accelerated or compromised from time to time, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any Modification, waiver, acceleration or otherwise, all in accordance with the terms compromise of any of the Credit Agreement, the Swap Documents, the Notes and the other 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 Lenders and the Agent in connection with enforcing any obligations of the Borrower 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 any Operative Document to be performed or observed on the part of the Borrower and the Borrowing Subsidiary and (iii) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Lenders or the Agent in connection with enforcing the obligations of 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").

Guarantee of Obligations. (a) Each Guarantor hereby hereby, jointly and severally, (i) guarantees, as principal obligor and not as surety only, to the 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 the Borrower and the Borrowing Subsidiary Company to the Lenders and the Agent under the Credit Agreement, the Notes, the Letters of Credit, the Security Documents and the Swap Documents Agreement when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of the Credit Agreement, the Swap Documents, the Notes Agreement and the other Operative DocumentsNotes, including, without limitation, default interest, all reimbursement obligations in respect of under any letters of credit, indemnification payments and all reasonable costs and expenses incurred by the Lenders and the Agent in connection with enforcing any obligations of the Borrower and the Borrowing Subsidiary Company 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 any Operative Document to be performed or observed on the part of the Borrower Company and any monies expended by any Lender or the Borrowing Subsidiary Agent therewith, and (iii) guarantees the prompt and complete payment of all obligations and performance of all covenants of the Company or any Subsidiary in connection with Swaps relating to indebtedness under the Credit Agreement (including any interest accruing subsequent to any petition filed by or against the Company or any Subsidiary 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 Lenders or the Agent in connection with enforcing the obligations of 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").

Guarantee of Obligations. (a) Each The Guarantor hereby (i) guarantees, as principal obligor and not as surety only, to the Lenders 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 any of the Borrower Borrowers to the Agent and the Borrowing Subsidiary Banks, including without limitation foreign exchange loans and advances which are not made pursuant to the Lenders and terms of the Agent under the Credit Loan Agreement, the Notes, the Letters of Credit, the Security Documents and the Swap Documents all when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of the Credit Agreement, Loan Agreements and any and all other present or future amounts which may be payable by any of the Swap Documents, Borrowers to any Bank or the Notes and Agent at any time in connection with or pursuant to the other Operative Loan 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 Lenders Banks and the Agent in connection with enforcing any obligations of the Borrower and the Borrowing Subsidiary Borrowers 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 any Operative each Loan Document to be performed or observed on the part of any of the Borrower and the Borrowing Subsidiary Borrowers, and (iii) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Lenders Banks or the Agent in connection with enforcing the obligations of any 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").

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 Lenders 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 the Borrower and the Borrowing Subsidiary date on which such Obligation is required to the Lenders and the Agent under the Credit Agreement, the Notes, the Letters of Credit, the Security Documents and the Swap Documents 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 such extension or renewal (it being the Credit Agreementintention hereof that Guarantor shall promptly pay to the applicable Guaranteed Party, as a payment obligation directly due from Guarantor to such Guaranteed Party, amounts equal to all amounts due to such Guaranteed Party that Lessee shall fail to pay when due under the Swap Guaranteed Documents, whether by acceleration or otherwise). Guarantor hereby agrees that, in the Notes and event that Lessee fails to perform any other Obligation for any reason on the other Operative Documentsdate on which such Obligation is required to be performed, 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 Lenders and the Agent in connection with enforcing any obligations of the Borrower 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 any Operative Document Guarantor will cause such Obligation to be performed when due to be performed by Lessee under the Guaranteed Documents, and that in the case of any extension of time of performance or observed renewal of any of the Obligations, the same will promptly be performed on the part date performance is due (whether by extension or otherwise) in accordance with the terms of the Borrower and the Borrowing Subsidiary and (iii) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Lenders such extension or the Agent in connection with enforcing the obligations of 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")renewal.

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 Lenders 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 the Borrower and the Borrowing Subsidiary to the Lenders and the Agent under the Credit Agreement, the Notes, the Letters of Credit, the Security Documents and the Swap Documents when duesubject to any 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 prompt payment and performance and not a guarantee of collection, unconditional, irrespective of the Credit Agreementvalidity or enforceability of the Notes or the obligations of the Company under the Indenture, the Swap Documentsabsence of 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 (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 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 other Operative Documents, including, without limitation, default interest, all reimbursement obligations registered owners of the Notes in respect of any letters amounts paid by the Guarantor pursuant to the provisions of creditthis Guarantee; provided, indemnification 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 reasonable costs and expenses incurred by other amounts owed to the Lenders and the Agent in connection with enforcing any obligations registered owners of the Borrower 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 Notes hereunder have been paid in any Operative Document full. This Guarantee shall continue to be performed effective or observed reinstated, as the case may be, if at any time any payment of the principal of, premium, if any, or interest on the part Notes or any other amounts owed to the registered owners of the Borrower and Notes hereunder or thereunder is rescinded or must otherwise be returned by such registered owners upon the Borrowing Subsidiary and (iii) agrees to make prompt paymentinsolvency, on demand, bankruptcy or reorganization of any and all reasonable costs and expenses incurred by the Lenders or the Agent in connection with enforcing the obligations of any Guarantor hereunder, including, without limitationGuarantor, the reasonable fees and disbursements of counsel (Company or otherwise, all of the foregoing being collectively referred to as the "Guaranteed Obligations")though such payment had not been made.

Guarantee of Obligations. (a) Each The Guarantor hereby (i) guarantees, as principal obligor and not as surety only, to the Lenders 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 any of the Borrower Borrowing Subsidiaries to the Agent and the Borrowing Subsidiary Banks, including without limitation foreign exchange loans and advances which are not made pursuant to the Lenders and terms of the Agent under the Credit Loan Agreement, the Notes, the Letters of Credit, the Security Documents and the Swap Documents all when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of the Credit AgreementLoan Agreement or such other documents or instruments evidencing such loans, advances or obligations (the Swap "Other Loan Documents"), and any and all other amounts which may be payable by any of the Notes Borrowing Subsidiaries to any Bank or the Agent in connection with or pursuant to the Loan Agreement and the other Operative Other Loan Documents, including, without limitation, default interest, all reimbursement obligations in respect of any letters of credit, 79 indemnification payments and all reasonable costs and expenses incurred by the Lenders Banks and the Agent in connection with enforcing any obligations of the Borrower and the Borrowing Subsidiary 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 any Operative Document the Loan Agreement and the Other Loan Documents to be performed or observed on the part of the Borrower and any of the Borrowing Subsidiary Subsidiaries, and (iii) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Lenders Banks or the Agent in connection with enforcing the obligations of any 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").

Guarantee of Obligations. (a) Each Guarantor hereby (i) guarantees, as principal obligor and not as surety only, to the Lenders Lender and/or its Affiliates the prompt payment of (A) 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 reimbursement and other obligations of the Company and of each Account Party under each Letter of Credit and the Letter of Credit Documents and all other obligations of the Borrower Company and the Borrowing Subsidiary of each Account Party to the Lenders and the Agent Lender under the Credit Agreement, the Notes, the Letters of Credit, the Security Documents and the Swap Loan Documents when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of the Credit Agreement, the Swap Documents, the Notes and the other Operative Loan 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 Lenders and the Agent Lender in connection with enforcing any obligations of the Borrower and the Borrowing Subsidiary thereunderCompany or of any Account Party, including without limitation the reasonable fees and FIRST MERCURY FINANCIAL CORPORATION CREDIT AGREEMENT disbursements of counselcounsel and in all cases whether now existing or hereafter arising and (B) all other obligations, indebtedness and liabilities of the Borrower to the Lender or any of its Affiliates, whether now existing or later arising, including, without limitation, all loans, advances, interest, costs, overdraft indebtedness, credit card indebtedness, treasury management agreement obligations, obligations relating to any interest rate or currency swap, rate cap, collar or option, equity or equity index swap, equity or equity index option, bond option, or other similar transaction (whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures), all monetary obligations incurred or accrued during the pendency of any bankruptcy, insolvency, receivership or other similar proceedings, regardless of whether allowed or allowable in such proceeding, and all renewals, extensions, modifications, consolidations or substitutions of any of the foregoing, whether due or not due, absolute or contingent, direct or indirect, liquidated or unliquidated, (iiiii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in any Operative Document the Loan Documents to be performed or observed on the part of the Borrower Company and the Borrowing Subsidiary of each Account Party and (iiiiv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Lenders or the Agent Lender in connection with enforcing the obligations of any Guarantor the Guarantors hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "“Guaranteed Obligations"”).

Guarantee of Obligations. (a) Each Guarantor hereby (i) guarantees, as principal obligor and not as surety only, to the Lenders Lender and/or its Affiliates the prompt payment of (A) 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 reimbursement and other obligations of the Company and of each Account Party under each Letter of Credit and the Letter of Credit Documents and all other obligations of the Borrower Company and the Borrowing Subsidiary of each Account Party to the Lenders and the Agent Lender under the Credit Agreement, the Notes, the Letters of Credit, the Security Documents and the Swap Loan Documents when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of the Credit Agreement, the Swap Documents, the Notes and the other Operative Loan 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 Lenders and the Agent Lender in connection with enforcing any obligations of the Borrower and the Borrowing Subsidiary thereunderCompany or of any Account Party, including without limitation the reasonable fees and disbursements of counselcounsel and in all cases whether now existing or hereafter arising and (B) all other obligations, indebtedness and liabilities of the Borrower to the Lender or any of its Affiliates, whether now existing or later arising, including, without limitation, all loans, advances, interest, costs, overdraft indebtedness, credit card indebtedness, treasury management agreement obligations, obligations relating to any interest rate or currency swap, rate cap, collar or option, equity or equity index swap, equity or equity index option, bond option, or other similar transaction (whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures), all monetary obligations incurred or accrued during the pendency of any bankruptcy, insolvency, receivership or other similar proceedings, regardless of whether allowed or allowable in such proceeding, and all renewals, FIRST MERCURY FINANCIAL CORPORATION CREDIT AGREEMENT extensions, modifications, consolidations or substitutions of any of the foregoing, whether due or not due, absolute or contingent, direct or indirect, liquidated or unliquidated, (iiiii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in any Operative Document the Loan Documents to be performed or observed on the part of the Borrower Company and the Borrowing Subsidiary of each Account Party and (iiiiv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Lenders or the Agent Lender in connection with enforcing the obligations of any Guarantor the Guarantors hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "“Guaranteed Obligations"”).

Guarantee of Obligations. (a) Each The Guarantor hereby (i) guarantees, as principal obligor and not as surety only, to the Lenders 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 any of the Borrower Borrowing Subsidiaries to the Agent and the Borrowing Subsidiary Banks, including without limitation foreign exchange loans and advances which are not made pursuant to the Lenders and the Agent under terms of the Credit Agreement, the Notes, the Letters of Credit, the Security Documents and the Swap Documents all when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of the Credit AgreementAgreement or such other documents or instruments evidencing such loans, advances or obligations (the Swap "Other Loan Documents"), and any and all other amounts which may be payable by any of the Notes Borrowing Subsidiaries to any Bank or the Agent in connection with or pursuant to the Credit Agreement and the other Operative Other Loan 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 Lenders Banks and the Agent in connection with enforcing any obligations of the Borrower and the Borrowing Subsidiary 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 any Operative Document the Credit Agreement and the Other Loan Documents to be performed or observed on the part of the Borrower and any of the Borrowing Subsidiary Subsidiaries, and (iii) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Lenders Banks or the Agent in connection with enforcing the obligations of any 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").

Guarantee of Obligations. (a) Each Guarantor hereby (i) guarantees, as principal obligor and not as surety only, to the 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 the Borrower Company to the Agent, the LC Issuer and the Borrowing Subsidiary to the Lenders under this Agreement and the Agent under the Credit Agreement, the Notes, the Letters of Credit, the Security Documents and the Swap other Loan Documents when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of the Credit this Agreement, the Swap DocumentsNotes, the Notes and the other Operative Documentsany Rate Management Transactions with any Lender, including, without limitation, default interest, all reimbursement interest and other obligations in respect incurred or accrued during the pendency of any letters of creditbankruptcy, 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 Lenders Agent, the LC Issuer and the Agent Lenders in connection with enforcing any obligations of the Borrower and the Borrowing Subsidiary thereunderCompany 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 other Loan Documents and any Operative Document Rate Management Obligations with any Lender or any Affiliate thereof to be performed or observed on the part of the Borrower and the Borrowing Subsidiary Company and (iii) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Lenders Agent, the LC Issuer or the Agent Lenders in connection with enforcing the obligations of any Guarantor the Guarantors hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "Guaranteed Obligations").

Guarantee of Obligations. (a) Each Guarantor hereby (i) guarantees, as principal obligor and not as surety only, to the Lenders the prompt and complete payment of the principal of all indebtedness 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 the Borrower and the Borrowing Subsidiary Subsidiaries now or hereafter owing to the Lenders and or the Agent under 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 on account of the Credit Agreement, any Security Document or any Letter of Credit, notes or other instruments issued to the Swap DocumentsAgent or any Lender pursuant thereto, or any other Loan Document, (ii) the Notes prompt and the other Operative Documents, including, without limitation, default interest, complete payment of all reimbursement obligations in respect Hedging Obligations of any letters Borrower or Guarantor owing to any Lender or any Affiliate of credit, indemnification payments any Lender and (iii) the prompt and complete payment of all reasonable costs indebtedness and expenses incurred by the Lenders and the Agent in connection with enforcing any obligations of the Borrower pursuant to the Mexican Facility Tranche A Guaranty, (iv) the prompt and complete payment of all indebtedness of the Company and any other Guarantor under any Guaranty, in all cases, of any kind or nature, howsoever created or evidenced and whether now or hereafter existing, direct or indirect (including without limitation any participation interest acquired by any Lender in any such indebtedness, obligations or liabilities of the Borrower or any Borrowing Subsidiary thereunderto any other person), absolute or contingent, joint and/or several, secured or unsecured, arising by operation of law or otherwise, and whether incurred by the Borrower or any Borrowing Subsidiary as principal, surety, endorser, guarantor, accommodation party or otherwise, including without limitation all principal and all interest (including any interest accruing subsequent to any petition filed by or against the reasonable Borrower or any Borrowing Subsidiary under the U.S. Bankruptcy Code), indemnity and reimbursement obligations, charges, expenses, fees, attorneys' fees and disbursements of counsel, and any other amounts owing thereunder (ii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in any Operative Document to be performed or observed on the part all of the Borrower aforesaid indebtedness, obligations and liabilities of the Borrowing Subsidiary Company and its Subsidiaries being herein called the "Secured Obligations", and all of the documents, agreements and instruments among the Company, the Subsidiaries, the Agent, the Lenders, or any of them, evidencing or securing the repayment of, or otherwise pertaining to, the Secured Obligations being herein collectively called the "Operative Documents"); and (iiiv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Lenders or the Agent in connection with enforcing the obligations of 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").

Guarantee of Obligations. (a) Each Guarantor hereby (i) guarantees, as principal obligor and not as surety only, to the Lenders Lender and/or its Affiliates the prompt payment of (A) 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 reimbursement and other obligations of the Company and of each Account Party under each Letter of Credit and the Letter of Credit Documents and all other obligations of the Borrower Company and the Borrowing Subsidiary of each Account Party to the Lenders and the Agent Lender under the Credit Agreement, the Notes, the Letters of Credit, the Security Documents and the Swap Loan Documents when due, whether by scheduled maturity, acceleration or otherwise, all in accordance with the terms of the Credit Agreement, the Swap Documents, the Notes and the other Operative Loan 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 Lenders and the Agent Lender in connection with enforcing any obligations of the Borrower and the Borrowing Subsidiary thereunderFIRST MERCURY FINANCIAL CORPORATION CREDIT AGREEMENT Company or of any Account Party, including without limitation the reasonable fees and disbursements of counselcounsel and in all cases whether now existing or hereafter arising and (B) all other obligations, indebtedness and liabilities of the Borrower to the Lender or any of its Affiliates, whether now existing or later arising, including, without limitation, all loans, advances, interest, costs, overdraft indebtedness, credit card indebtedness, treasury management agreement obligations, obligations relating to any interest rate or currency swap, rate cap, collar or option, equity or equity index swap, equity or equity index option, bond option, or other similar transaction (whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures), all monetary obligations incurred or accrued during the pendency of any bankruptcy, insolvency, receivership or other similar proceedings, regardless of whether allowed or allowable in such proceeding, and all renewals, extensions, modifications, consolidations or substitutions of any of the foregoing, whether due, or not due, absolute or contingent, direct or indirect, liquidated or unliquidated, (iiiii) guarantees the prompt and punctual performance and observance of each and every term, covenant or agreement contained in any Operative Document the Loan Documents to be performed or observed on the part of the Borrower Company and the Borrowing Subsidiary of each Account Party and (iiiiv) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Lenders or the Agent Lender in connection with enforcing the obligations of any Guarantor the Guarantors hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively referred to as the "“Guaranteed Obligations"”).

Guarantee of Obligations. (a) Each Guarantor hereby hereby, jointly and severally, unconditionally and irrevocably guarantees to each of the Beneficiaries, as the primary obligation and debt of such Guarantor and not as a surety, the due and punctual payment of, without duplication, (i) guarantees, as principal obligor the full and not as surety only, to the Lenders the prompt payment of when due (whether at 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 the Borrower and the Borrowing Subsidiary to the Lenders and the Agent under the Credit Agreement, the Notes, the Letters of Credit, the Security Documents and the Swap Documents when due, whether by scheduled stated maturity, by acceleration or otherwise) of all obligations (including, without limitation, all “Obligations” as such term is defined in the Credit Agreement and all obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of Borrower and each Guarantor now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement or any other Loan Document to which Borrower or any Guarantor is a Party and the due performance and compliance by Borrower and each Guarantor with all of the terms, conditions and agreements contained in each such Loan Document (all such obligations and liabilities being herein collectively called the “Credit Agreement Obligations”); (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of Borrower now existing or hereafter incurred under, arising out of or in connection with (x) any Interest Rate Protection or Other Hedging Agreement, whether such Interest Rate Protection or Other Hedging Agreement is now in existence or hereafter arising and the due performance and compliance by Borrower with all of the terms, conditions and agreements contained therein and (y) the US Bank Letter of Credit Facility up to a maximum amount of $2,000,000 (provided that at no time shall there be more than $2,000,000 under the US Bank Letter of Credit Facility secured by the Security Documents) (all of the foregoing, collectively, the “Guaranteed Obligations”). In case of the failure of Borrower or any Guarantor to duly, punctually and indefeasibly make any such payment in full as and when due and payable, each Guarantor hereby agrees to duly, punctually and indefeasibly make such payment as and when the same shall become due and payable, whether on the due date therefor, upon stated maturity, by acceleration, upon demand or otherwise, in accordance with the terms of this Guarantee, the Credit Agreement, the Swap Documents, the Notes Agreement and the other Operative Loan 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 Lenders and the Agent in connection with enforcing any obligations of the Borrower 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 any Operative Document to be performed or observed on the part of the Borrower and the Borrowing Subsidiary and (iii) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Lenders or the Agent in connection with enforcing the obligations of 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").

Guarantee of Obligations. (a) Each Guarantor hereby (i) guaranteesThe Guarantors hereby, as principal obligor jointly and not as surety onlyseverally, unconditionally and irrevocably guarantee to the Equity Bridge Lenders and the prompt payment Equity Facility Agent (for the benefit of the principal Equity Bridge Lenders) to make on or before the Equity Bridge Loan Repayment Date, whether by acceleration or otherwise, aggregate capital contributions to the Capital Contributions Account of and any and the Borrower equal to twenty-five percent (25%) (the "EME Guaranteed Percentage") of 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 the Borrower under the Equity Bridge Loan Credit Agreement and the Borrowing Subsidiary allocable to the Equity Bridge Loans under any other applicable Financing Documents (but, for the avoidance of doubt, not including (i) any obligations by the Borrower in favor of the Offshore Lenders to repay amounts drawn from the Offshore Loans and used to pay interest due on the Agent Equity Bridge Loans, or (ii) any amounts owed by the Borrower to any Hedge Provider under Interest Rate Hedging Agreements entered into by the Credit AgreementBorrower with respect to the Equity Bridge Loans) whether for interest, the Notesfees, the Letters of Credit, the Security Documents and the Swap Documents when due, whether by scheduled maturity, acceleration expenses or otherwise, together with all in accordance with the terms of the Credit Agreement, the Swap Documents, the Notes and the other 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 Equity Facility Agent or the Equity Bridge Lenders in enforcing any of such obligations or the terms hereof, including reasonable fees and expenses of legal counsel, but specifically limited solely to amounts due to the Equity Facility Agent and the Equity Bridge Lenders and not to include any amounts owed by the Agent in connection with enforcing Borrower to other Persons under or based upon any other Financing Documents (the EME Guaranteed Percentage of the total of such obligations of the Borrower 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 any Operative Document to be performed or observed on the part of the Borrower and the Borrowing Subsidiary and (iii) agrees to make prompt payment, on demand, of any and all reasonable costs and expenses incurred by the Lenders or the Agent in connection with enforcing the obligations of any Guarantor hereunder, including, without limitation, the reasonable fees and disbursements of counsel (all of the foregoing being collectively is referred to herein as the "Guaranteed ---------- Obligations"). The Guarantors agree that if for any reason whatsoever the ------------- Borrower fails or is unable duly, punctually and fully to pay any such Guaranteed Obligations, the Guarantors shall, upon demand by the Equity Facility Agent (acting at the instructions of the Equity Bridge Lenders), make aggregate capital contributions to the Borrower in the amount of such Guaranteed Obligations by deposit of such capital contributions into the Capital Contributions Account within five (5) Business Days after the date of demand, without regard to any exercise or non-exercise by the Equity Facility Agent or the Equity Bridge Lenders of any right, remedy, power or privilege under or in respect of the Equity Bridge Loan Credit Agreement or any other Financing Document against the Borrower. The Borrower acknowledges and agrees that, upon receipt of such capital contributions, the Offshore Collateral Agent shall be obligated to transfer immediately to the Equity Facility Agent the amount of such capital contributions in payment of the Guaranteed Obligations pursuant to Section 2.1.8 of the Disbursement Agreement to enable the Borrower to repay the Equity Bridge Loans. Each payment made by a Guarantor pursuant to this Section 2(a) in respect of the Guaranteed Obligations shall be deemed to be a capital contribution by the Sponsor to the Borrower. Upon receipt of such capital contribution, the Borrower agrees promptly to issue shares of its Capital Stock to the Sponsor in respect of such capital contribution, in accordance with Section 5.2 of the Shareholders' Agreement and the Charter Documents, and the Sponsor shall, and EME shall cause the Sponsor to, execute Pledge Agreements with respect to such shares of Capital Stock; provided, however, that the failure of the -------- ------- Borrower to deliver such shares of Capital Stock shall not excuse the Guarantors' obligations hereunder.

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 Lenders the prompt punctual payment and performance of the principal Obligations, including, but not limited to, the indemnity obligations of and any and all accrued and unpaid interest Borrower to Lender set forth in the Loan Documents (including interest which otherwise may cease to accrue by operation guaranty shall survive concurrently with survival of any insolvency law, rule, regulation or interpretation thereofsuch indemnities); (b) on upon the Advances and all other obligations failure of the Borrower and timely to pay or perform any of the Borrowing Subsidiary to the Lenders and the Agent under the Credit AgreementObligations, the Notes, the Letters payment 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 the Credit Agreement, the Swap Documents, the Notes and the other 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 Lender in paying or performing such Obligations (but Lender shall not be required to pay or perform such Obligations); and (c) the Lenders 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 Agent in connection with enforcing any obligations Loan Documents or the failure of the Borrower and to pay or perform any of the Borrowing Subsidiary thereunderObligations, 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 expenses in any Operative Document 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 performed required to assert any claim or observed 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 of any default or Event of Default is hereby waived by Guarantor, except for copies of notices sent to Borrower and as otherwise set form herein or in the Borrowing Subsidiary and (iii) agrees to make prompt paymentNote or Loan Documents. Presentment, on protest, demand, and 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 Lenders voluntary or the Agent in connection with enforcing the obligations involuntary liquidation, dissolution, sale, or other disposition of any 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: