Elba Express Company, L.L.C.

Original Volume No. 1

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Effective Date: 03/01/2010, Docket: RP10-342-000, Status: Effective

Original Sheet No. 124 Original Sheet No. 124

 

GENERAL TERMS AND CONDITIONS

APPENDIX E

FORM OF GUARANTEE

(EEC Service Agreement)

 

This GUARANTY (this "Guaranty") dated as of ____________, _, is made and entered into by ___________

("Guarantor"), in favor of Elba Express Company, L.L.C. a Delaware limited liability company ("Counterparty").

 

1. GUARANTY. Guarantor hereby irrevocably and unconditionally guarantees the timely performance by

_________________ ("Subsidiary") of all its obligations ("Obligations") to Counterparty pursuant to the EEC

Service Agreement dated as of ___________, 20____ (as amended, the "Agreement"). A copy of the Agreement is

attached hereto as Exhibit A. To the extent that Subsidiary shall fail to perform or pay any Obligation,

Guarantor shall, within ten (10) days after receipt of notice from Counterparty of such failure, promptly pay,

or cause Subsidiary to pay, to Counterparty the amount due. This Guaranty shall constitute a guarantee of

payment and not of collection. This Guaranty shall be subject to the following:

 

(a) Guarantor's liability hereunder shall be and is specifically limited to monetary payments

expressly required to be made under the Agreement (even if such payments are deemed to be

damages);

 

(b) The aggregate amount covered by this Guaranty shall not exceed the Guaranty Limit ("Guaranty

Limit"), which Guaranty Limit shall be _____________________________.

 

 

2. TERM. This Guaranty shall remain in full force and effect until the earlier of the expiration or

termination of the Agreement, or _______[date] (the "Guaranty Termination Date"). No termination shall

affect, release or discharge any obligations already incurred by Guarantor under this Guaranty at the time of

the notice of the termination. Upon the occurrence of the Guaranty Termination Date, Counterparty shall

promptly execute and deliver to Guarantor a release in substantially the form attached hereto as Exhibit B.

 

3. WAIVERS. Guarantor hereby waives (i) except as to applicable statutes of limitation, lack of

diligence in the exercise of or failure to exercise any rights hereunder, (ii) any right to require that any

action or proceeding be brought against Subsidiary or any other person or to require that Counterparty seek

enforcement of any performance against Subsidiary or any other person prior to any action against Guarantor

under the terms hereof, or (iii) any requirement that Counterparty file any claim relating to the Obligations

owing to it in the event that Subsidiary becomes subject to a bankruptcy, reorganization, or similar

proceeding and any failure by Counterparty to so file.