Wyckoff Gas Storage Company, LLC

Original Volume No. 1

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Effective Date: 12/31/9999, Docket: RP09- 444-000, Status: Accepted

Original Sheet No. 47 Original Sheet No. 47

(v) the existence of any claim, set-off or other rights

which the Guarantor may have at any time against the Customer, Company

or any other corporation or person, whether in connection herewith or

in connection with any unrelated transaction; provided that nothing

herein shall prevent the assertion of any such claim by separate suit

or compulsory counterclaim;

(vi) the invalidity or unenforceability in whole or in part

of the Contract or any Guaranteed Obligations or any instrument

evidencing any Guaranteed Obligations, or any provision of applicable

law or regulation purporting to prohibit payment by the Customer of

amounts to be paid by it under the Contract or any of the Guaranteed

Obligations;

(vii) any other act or omission to act or delay of any kind

of the Customer or Company which might, but for the provisions of this

paragraph, constitute a legal or equitable discharge of the Guarantor’s

obligations hereunder.

3. Term: Reinstatement in Certain Circumstances. The term of

this Guaranty shall be the same as the term of the Contract(s);

provided, however, that termination of the Contract(s) shall not

release Guarantor from liability for any Guaranteed Obligations arising

prior to the effective date of such termination or during any grace

period post-termination. If at any time any payment of any of the

Guaranteed Obligations is rescinded or must be otherwise restored or

returned upon the insolvency, bankruptcy or reorganization of the

Customer or otherwise, the Guarantor’s obligations hereunder with

respect to such payment shall be reinstated at such time as though such

payment had not been made.

4. Waiver by the Guarantor. The Guarantor irrevocably waives

acceptance hereof, diligence, presentment, demand, protest, notice of

dishonor, notice of any sale of collateral and any notice not provided

for herein, any right of subrogation to Customer’s rights against

Company under the Contracts or otherwise, and any requirement that at

any time any person exhaust any right to take any action against the

Customer or its assets or any other guarantor or person.

5. Subrogation. Upon making any payment hereunder, the

Guarantor shall be subrogated to the rights of Company against the

Customer with respect to such payment; provided, that the Guarantor

shall not enforce any right or receive any payment by way of

subrogation until all of the Guaranteed Obligations then due shall have

been paid in full and Company agrees to take, at Guarantor’s sole

expense, such steps as the Guarantor may reasonably request to

implement such subrogation.

6. Stay of Acceleration Ineffective with Respect to Guarantor.

In the event that acceleration of the time for payment of any amount

payable by the Customer under the Agreement is stayed upon the

insolvency, bankruptcy or reorganization of the Customer, all such