Common use of Waivers and Other Agreements Clause in Contracts

Waivers and Other Agreements. 67 SECTION 10.04. Obligations Absolute.............................................................. 67 SECTION 10.05. No Investigation by Banks or Agent................................................ 68 SECTION 10.06. Indemnity......................................................................... 68 SECTION 10.07. Subordination, Subrogation, Reinstatement, Etc.................................... 68 EXHIBITS Exhibit A - Form of Note Exhibit B - Form of Swingline Note Exhibit C-1 - Form of Opinion of Counsel for the Company Exhibit C-2 - Form of Opinion of Counsel for Masco Europe Exhibit C-3 - Form of Opinion of Sidley Xxxxxx Xxxxx & Xxxx LLP Exhibit D - Form of Assignment and Assumption Agreement Exhibit E - Form of Notice of Borrowing Exhibit E-1 - Form of Notice of Swingline Borrowing Exhibit F - Form of L/C Request Exhibit G - Form of Commitment and Acceptance SCHEDULES Commitment Schedule Pricing Schedule 5-YEAR REVOLVING CREDIT AGREEMENT This 5-YEAR REVOLVING CREDIT AGREEMENT dated as of November 5, 2004 is entered into among MASCO CORPORATION and MASCO EUROPE S.A.R.L., a company organized as a societe a responsabilite limitee under the laws of the Grand Duchy of Luxembourg, having its registered office at 00, Xxxx x'xxxxxxxx Xxxxxxx, X-0000 Xxxxxxxx and registered with the Luxembourg Register of Commerce and Companies under number B68.104, as borrowers, the BANKS party hereto as lenders, CITIBANK, N.A., as Syndication Agent, SUMITOMO MITSUI BANKING CORPORATION, as Documentation Agent, and BANK ONE, NA (Main Office Chicago), as administrative agent. The parties hereto agree as follows:

Waivers and Other Agreements. 67 65 SECTION 10.04. Obligations Absolute.............................................................. 67 65 SECTION 10.05. No Investigation by Banks or Agent................................................ 68 66 SECTION 10.06. Indemnity......................................................................... 68 66 SECTION 10.07. Subordination, Subrogation, Reinstatement, Etc.................................... 68 66 EXHIBITS Exhibit A - Form of Note Exhibit B - Form of Swingline Note Exhibit C-1 - Form of Opinion of Counsel for the Company Exhibit C-2 - Form of Opinion of Counsel for Masco Europe Exhibit C-3 - Form of Opinion of Sidley Xxxxxx Xxxxx & Xxxx LLP Exhibit D - Form of Assignment and Assumption Agreement Exhibit E - Form of Notice of Borrowing Exhibit E-1 - Form of Notice of Swingline Borrowing Exhibit F - Form of L/C Request Designation Agreement Exhibit G - Form of Commitment and Acceptance L/C Request SCHEDULES Commitment Schedule Pricing Schedule Schedule 1 - Administrative Agent's Eurocurrency Payment Office iii SIDLEY XXXXXX XXXXX & XXXX AMENDED AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT This AMENDED AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT dated as of November 58, 2004 2002 is entered into among MASCO CORPORATION and MASCO EUROPE S.A.R.L., a company organized as a societe a responsabilite limitee under the laws of the Grand Duchy of Luxembourg, having its registered office at 00, Xxxx x'xxxxxxxx Xxxxxxx, X-0000 Xxxxxxxx and registered with the Luxembourg Register of Commerce and Companies under number B68.104, as borrowers, the BANKS party hereto as lenders, Commerzbank AG, New York and Grand Cayman Branches, and CITIBANK, N.A., as Syndication AgentAgents, SUMITOMO MITSUI BANKING CORPORATIONBNP PARIBAS, as Documentation Agent, and BANK ONE, NA (Main Office Chicago), as administrative agentagent to amend and restate the Original Credit Agreement. The parties hereto agree as follows:

Waivers and Other Agreements. 67 49 SECTION 10.04. Obligations Absolute.............................................................. 67 ............................................................. 49 SECTION 10.05. No Investigation by Banks or Agent................................................ 68 ............................................... 50 SECTION 10.06. Indemnity......................................................................... 68 ........................................................................ 50 SECTION 10.07. Subordination, Subrogation, Reinstatement, Etc.................................... 68 ................................... 50 EXHIBITS Exhibit A - Form of Note Exhibit B - Form of Swingline Note Exhibit C-1 B-1 - Form of Opinion of Counsel for the Company Exhibit C-2 B-2 - Form of Opinion of Counsel for Masco Europe Exhibit C-3 - Form of Opinion of Sidley Xxxxxx Xxxxx & Xxxx LLP Exhibit D C - Form of Assignment and Assumption Agreement Exhibit E D - Form of Notice of Borrowing Exhibit E-1 E - Form of Notice of Swingline Borrowing Exhibit F - Form of L/C Request Exhibit G - Form of Commitment and Acceptance Designation Agreement SCHEDULES Commitment Schedule Pricing Schedule 5364-YEAR DAY REVOLVING CREDIT AGREEMENT This 5364-YEAR DAY REVOLVING CREDIT AGREEMENT dated as of November 58, 2004 2002 is entered into among MASCO CORPORATION and MASCO EUROPE S.A.R.L., a company organized as a societe a responsabilite limitee under the laws of the Grand Duchy of Luxembourg, having its registered office at 00, Xxxx x'xxxxxxxx Xxxxxxx, X-0000 Xxxxxxxx and registered with the Luxembourg Register of Commerce and Companies under number B68.104, as borrowers, the BANKS party hereto as lenders, CITIBANK, N.A., as Syndication Agent, SUMITOMO MITSUI BANKING CORPORATIONBARCLAYS BANK PLC and COMERICA BANK, as Documentation AgentAgents, and BANK ONE, NA (Main Office - Chicago), as administrative agent. The parties hereto agree as follows:

Waivers and Other Agreements. 67 48 SECTION 10.04. Obligations Absolute.............................................................. 67 Absolute ................................................................... 48 SECTION 10.05. No Investigation by Banks or Agent................................................ 68 Agent ..................................................... 49 SECTION 10.06. Indemnity......................................................................... 68 Indemnity .............................................................................. 49 SECTION 10.07. Subordination, Subrogation, Reinstatement, Etc.................................... 68 Etc ......................................... 49 EXHIBITS Exhibit A - Form of Note Exhibit B - Form of Swingline Note Exhibit C-1 B- 1 - Form of Opinion of Counsel for the Company Exhibit C-2 B-2 - Form of Opinion of Counsel for Masco Europe Exhibit C-3 - Form of Opinion of Sidley Xxxxxx Xxxxx & Xxxx LLP Exhibit D C - Form of Assignment and Assumption Agreement Exhibit E D - Form of Notice of Borrowing Exhibit E-1 E - Form of Notice of Swingline Borrowing Exhibit F - Form of L/C Request Exhibit G - Form of Commitment and Acceptance Designation Agreement SCHEDULES Commitment Schedule Pricing Schedule 5SIDLEY XXXXXX XXXXX & XXXX LLP AMENDED AND RESTATED 364-YEAR DAY REVOLVING CREDIT AGREEMENT This 5AMENDED AND RESTATED 364-YEAR DAY REVOLVING CREDIT AGREEMENT dated as of November 57, 2004 2003 is entered into among MASCO CORPORATION and MASCO EUROPE S.A.R.L., a company organized as a societe a responsabilite limitee under the laws of the Grand Duchy of Luxembourg, having its registered office at 00, Xxxx x'xxxxxxxx Xxxxxxx, X-0000 Xxxxxxxx and registered with the Luxembourg Register of Commerce and Companies under number B68.104, as borrowers, the BANKS party hereto as lenders, CITIBANK, N.A., as Syndication Agent, SUMITOMO MITSUI BANKING CORPORATIONCOMMERZBANK AG, BARCLAYS BANK PLC and KEYBANK NATIONAL ASSOCIATION, as Documentation AgentAgents, and BANK ONE, NA (Main Office Chicago-Chicago), as administrative agent. The parties hereto agree as follows: