Guaranty - Langauge for Expenses

Let me know if this works. Sara
---------------------- Forwarded by Sara Shackleton/HOU/ECT on 10/01/99 09:=
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AM ---------------------------

Clement Abrams@ENRON
10/01/99 09:41 AM
To: Sara Shackleton/HOU/ECT@ECT
cc: =20
Subject: Guaranty - Langauge for Expenses

Sara, here's the language. Call me if you have any questions or comments. =
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Clem

EXPENSES. The Guarantor agrees to pay on demand all reasonable out of pocke=
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expenses ( including reasonable fees and expenses of Counterparty=01,s coun=
sel)=20
in any way relating to the enforcement or protection of the rights of the=
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Counterparty hereunder, provided that the Guarantor shall not be liable for=
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any expenses of Counterparty if no payment under this Guaranty is due.