MORGAN STANLEY 1585 BROADWAY NEW YORK, NY10036-8293Guarantee Agreement • December 29th, 2011 • MS Structured Tiles Series 2005-1 • Asset-backed securities
In consideration of TILES TRUST NO. 2005-1 (hereinafter “Counterparty”) having entered into or entering into that certain ISDA Master Agreement dated as of January 6, 2006 with Morgan Stanley Capital Services LLC (hereinafter “Obligor”) (such ISDA Master Agreement, together with each Confirmation exchanged between the parties pursuant thereto, hereinafter the “Agreement”), Morgan Stanley, a Delaware corporation (hereinafter “Guarantor”), hereby irrevocably and unconditionally guarantees to Counterparty, with effect from the date of the Agreement, the due and punctual payment of all amounts payable by Obligor under the Agreement when the same shall become due and payable, whether on scheduled payment dates, upon demand, upon declaration of termination or otherwise, in accordance with, and subject to, the terms of the Agreement and giving effect to any applicable grace period. Upon failure of Obligor punctually to pay any such amounts, and upon written demand by Counterparty to Guarantor
