Common use of LAW, WAIVERS, MISCELLANEOUS Clause in Contracts

LAW, WAIVERS, MISCELLANEOUS. THIS GUARANTY SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. Guarantor WAIVES all right to require marshaling of assets and liabilities, sale in inverse order of alienation, notice of disposition of collateral and notice of acceptance of this Guaranty. The Transaction Procedures set forth in the Gas Contract are acknowledged and agreed to by Guarantor and Guarantor agrees not to contest the validity or enforceability of any Transaction entered into in accordance with the Transaction Procedures under applicable law relating to whether certain agreements are to be in writing or signed by the Party to be thereby bound. No term or provision of this Guaranty shall be amended, modified, altered, waived, supple­mented or terminated except in a writing signed by the parties hereto. All capitalized terms used in this Guaranty and not herein defined shall have the meanings attributed to them in the Gas Contract. This Guaranty shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of Guarantor and Contract Party. This Guaranty embodies the entire agreement and under­standing between Guarantor and Contract Party and supersedes all prior agreements and understandings relating to the subject matter hereof. The headings in this Guaranty are for purposes of reference only, and shall not affect the meaning hereof. This Guaranty may be executed in any number of counterparts, each of which shall be an original, but all of which together shall con­stitute one document. The parties hereto have caused this Guaranty to be executed as of the day and year first above written. ENRON CORP. NG ENERGY TRADING, L.L.C. ____________________________ _____________________________ By _________________________ By __________________________ Title _______________________ Title________________________ EXHIBIT "D" ENFOLIO MASTER FIRM PURCHASE/SALE AGREEMENT GUARANTY AGREEMENT This Guaranty Agreement (this "Guaranty"), dated as of May 1, 2001, is made and entered into between Alliant Energy Corporation, a Wisconsin corporation ("Guarantor"), and Enron North America Corp., a Delaware corporation ("Contract Party").

LAW, WAIVERS, MISCELLANEOUS. THIS GUARANTY SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. Guarantor WAIVES all right to require marshaling of assets and liabilities, sale in inverse order of alienation, notice of disposition of collateral and notice of acceptance of this Guaranty. The Transaction Procedures set forth in the Gas Contract are acknowledged and agreed to by Guarantor and Guarantor agrees not to contest the validity or enforceability of any Transaction entered into in accordance with the Transaction Procedures under applicable law relating to whether certain agreements are to be in writing or signed by the Party to be thereby bound. No term or provision of this Guaranty shall be amended, modified, altered, waived, supple­mented or terminated except in a writing signed by the parties hereto. All capitalized terms used in this Guaranty and not herein defined shall have the meanings attributed to them in the Gas Contract. This Guaranty shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of Guarantor and Contract Party. This Guaranty embodies the entire agreement and under­standing between Guarantor and Contract Party and supersedes all prior agreements and understandings relating to the subject matter hereof. The headings in this Guaranty are for purposes of reference only, and shall not affect the meaning hereof. This Guaranty may be executed in any number of counterparts, each of which shall be an original, but all of which together shall con­stitute one document. The parties hereto have caused this Guaranty to be executed as of the day and year first above written. ALLIANT ENERGY CORPORATION ENRON NORTH AMERICA CORP. NG ENERGY TRADING, L.L.C. ____________________________ _____________________________ By By: _________________________ By __________________________ Title By: _____________________________ Title: ____________________________ EXHIBIT "D" ENFOLIO MASTER FIRM PURCHASE/SALE AGREEMENT GUARANTY AGREEMENT This Guaranty Agreement (this "Guaranty"), dated as of May 1, 2001, is made and entered into between Alliant Energy Corporation, a Wisconsin corporation ("Guarantor"), and Enron North America Corp., a Delaware corporation ("Contract Party").Title: _____________________________

LAW, WAIVERS, MISCELLANEOUS. THIS GUARANTY SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. Guarantor WAIVES all right to require marshaling of assets and liabilities, sale in inverse order of alienation, notice of disposition of collateral and notice of acceptance of this Guaranty. The Transaction Procedures set forth in the Gas Contract are acknowledged and agreed to by Guarantor and Guarantor agrees not to contest the validity or enforceability of any Transaction entered into in accordance with the Transaction Procedures under applicable law relating to whether certain agreements are to be in writing or signed by the Party to be thereby bound. No term or provision of this Guaranty shall be amended, modified, altered, waived, supple­mented or terminated except in a writing signed by the parties hereto. All capitalized terms used in this Guaranty and not herein defined shall have the meanings attributed to them in the Gas Contract. This Guaranty shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of Guarantor and Contract Party. This Guaranty embodies the entire agreement and under­standing between Guarantor and Contract Party and supersedes all prior agreements and understandings relating to the subject matter hereof. The headings in this Guaranty are for purposes of reference only, and shall not affect the meaning hereof. This Guaranty may be executed in any number of counterparts, each of which shall be an original, but all of which together shall con­stitute one document. The parties hereto have caused this Guaranty to be executed as of the day and year first above written. ENRON CORP. NG ENERGY TRADINGXXXXXXX, L.L.C. XXXXXXXXXXXX ____________________________ _____________________________ By _________________________ By __________________________ Title _______________________ TitleTitle ________________________ EXHIBIT "D" ENFOLIO MASTER FIRM PURCHASE/SALE AGREEMENT GUARANTY AGREEMENT This Guaranty Agreement (this "Guaranty"), dated as of May 1, 2001, is made and entered into between Alliant Energy Corporation, a Wisconsin corporation ("Guarantor"), and Enron North America Corp., a Delaware corporation ("Contract Party")._

LAW, WAIVERS, MISCELLANEOUS. THIS GUARANTY SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. Guarantor Enron WAIVES all right to require marshaling of assets and liabilities, sale in inverse order of alienation, notice of disposition of collateral and notice of acceptance of this Guaranty. The Transaction Procedures set forth in the Gas Contract are acknowledged and agreed to by Guarantor and Guarantor agrees not to contest the validity or enforceability of any Transaction entered into in accordance with the Transaction Procedures under applicable law relating to whether certain agreements are to be in writing or signed by the Party to be thereby bound. No term or provision of this Guaranty shall be amended, modified, altered, waived, supple­mented or terminated except in a writing signed by the parties hereto. All capitalized terms used in this Guaranty and not herein defined shall have the meanings attributed to them in the Gas ContractSales Agreement. This Guaranty shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of Guarantor Enron and Contract PartyFPL. This Guaranty embodies the entire agreement and under­standing between Guarantor Enron and Contract Party FPL and supersedes all prior agreements and understandings relating to the subject matter hereof. The headings in this Guaranty are for purposes of reference only, and shall not affect the meaning hereof. This Guaranty may be executed in any number of counterparts, each of which shall be an original, but all of which together shall con­stitute one document. The parties hereto have caused this Guaranty to be executed as of the day and year first above written. ENRON CORP. NG ENERGY TRADING, L.L.C. ____________________________ _____________________________ By _________________________ By __________________________ Title _______________________ FLORIDA POWER & LIGHT COMPANY Signature Signature Printed Printed Name: Name: Title________________________ EXHIBIT "D" ENFOLIO MASTER FIRM PURCHASE/SALE AGREEMENT GUARANTY AGREEMENT This Guaranty Agreement (this "Guaranty"), dated as of May 1, 2001, is made and entered into between Alliant Energy Corporation, a Wisconsin corporation ("Guarantor"), and Enron North America Corp., a Delaware corporation ("Contract Party").: Title:

LAW, WAIVERS, MISCELLANEOUS. THIS GUARANTY SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. Guarantor WAIVES all right to require marshaling of assets and liabilities, sale in inverse order of alienation, notice of disposition of collateral and notice of acceptance of this Guaranty. The Transaction Procedures set forth in the Gas Contract are acknowledged and agreed to by Guarantor and Guarantor agrees not to contest the validity or enforceability of any Transaction entered into in accordance with the Transaction Procedures under applicable law relating to whether certain agreements are to be in writing or signed by the Party to be thereby bound. No term or provision of this Guaranty shall be amended, modified, altered, waived, supple­mented or terminated except in a writing signed by the parties hereto. All capitalized terms used in this Guaranty and not herein defined shall have the meanings attributed to them in the Gas Contract. This Guaranty shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of Guarantor and Contract Party. This Guaranty embodies the entire agreement and under­standing between Guarantor and Contract Party and supersedes all prior agreements and understandings relating to the subject matter hereof. The headings in this Guaranty are for purposes of reference only, and shall not affect the meaning hereof. This Guaranty may be executed in any number of counterparts, each of which shall be an original, but all of which together shall con­stitute one document. The parties hereto have caused this Guaranty to be executed as of the day and year first above written. ENRON CORP. NG ENERGY TRADING, L.L.C. FLORIDA POWER CORP. ____________________________ _____________________________ By _________________________ By __________________________ Title _______________________ TitleTitle ________________________ EXHIBIT "D" ENFOLIO MASTER FIRM PURCHASE/SALE AGREEMENT GUARANTY AGREEMENT This Guaranty Agreement (this "Guaranty"), dated as of May 1, 2001, is made and entered into between Alliant Energy Corporation, a Wisconsin corporation ("Guarantor"), and Enron North America Corp., a Delaware corporation ("Contract Party")._

LAW, WAIVERS, MISCELLANEOUS. THIS GUARANTY SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. Guarantor WAIVES all right to require marshaling of assets and liabilities, sale in inverse order of alienation, notice of disposition of collateral and notice of acceptance of this Guaranty. The Transaction Procedures set forth in the Gas Contract Contracts are acknowledged and agreed to by Guarantor and Guarantor agrees not to contest the validity or enforceability of any Transaction entered into in accordance with the Transaction Procedures under applicable law relating to whether certain agreements are to be in writing or signed by the Party to be thereby boundbound [DELETE FOLLOWING WORDS] or for any other reason. No term or provision of this Guaranty shall be amended, modified, altered, waived, supple­mented or terminated except in a writing signed by the parties hereto. All capitalized terms used in this Guaranty and not herein defined shall have the meanings attributed to them in the Gas ContractContracts. This Guaranty shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of Guarantor and Contract Party. However, this Guaranty may not be assigned or delegated by Guarantor without Contract Party’s prior written consent. This Guaranty embodies the entire agreement and under­standing between Guarantor and Contract Party and supersedes all prior agreements and understandings relating to the subject matter hereof. The headings in this Guaranty are for purposes of reference only, and shall not affect the meaning hereof. This Guaranty may be executed in any number of counterparts, each of which shall be an original, but all of which together shall con­stitute one document. The parties hereto have caused All actions or proceedings arising directly, indirectly or otherwise in connection with, out of, related to, or from this Guaranty to shall be executed as litigated only under the jurisdiction of any and all state and federal courts located within the County of Xxxxxx, State of Texas. Each of the day undersigned irrevocably submits to the exclusive jurisdiction of the courts of the State of Texas and year first above written. ENRON CORP. NG ENERGY TRADINGthe United States District Court located in Xxxxxx County, L.L.C. ____________________________ _____________________________ By _________________________ By __________________________ Title _______________________ Title________________________ EXHIBIT "D" ENFOLIO MASTER FIRM PURCHASE/SALE AGREEMENT GUARANTY AGREEMENT This Guaranty Agreement (this "Guaranty"), dated as of May 1, 2001, is made and entered into between Alliant Energy Corporation, a Wisconsin corporation ("Guarantor")Texas, and Enron North America Corp.irrevocably waives any objection which it may have at any time to the laying of venue of any proceedings brought in any such court, a Delaware corporation ("Contract Party")waives any claim that such proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such proceedings, that such court does not have jurisdiction over such party.

LAW, WAIVERS, MISCELLANEOUS. THIS GUARANTY SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. Guarantor WAIVES all right to require marshaling of assets and liabilities, sale in inverse order of alienation, notice of disposition of collateral and notice of acceptance of this Guaranty. The Transaction Procedures set forth in the Gas Contract are acknowledged and agreed to by Guarantor and Guarantor agrees not to contest the validity or enforceability of any Transaction entered into in accordance with the Transaction Procedures under applicable law relating to whether certain agreements are to be in writing or signed by the Party to be thereby bound. No term or provision of this Guaranty shall be amended, modified, altered, waived, supple­mented or terminated except in a writing signed by the parties hereto. All capitalized terms used in this Guaranty and not herein defined shall have the meanings attributed to them in the Gas Contract. This Guaranty shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of Guarantor and Contract Party. This Guaranty embodies the entire agreement and under­standing between Guarantor and Contract Party and supersedes all prior agreements and understandings relating to the subject matter hereof. The headings in this Guaranty are for purposes of reference only, and shall not affect the meaning hereof. This Guaranty may be executed in any number of counterparts, each of which shall be an original, but all of which together shall con­stitute one document. The parties hereto have caused this Guaranty to be executed as of the day and year first above written. ENRON CORP. NG ENERGY TRADING, L.L.C. ____________________________ _____________________________ CO-STEEL INC. By _________________________ By __________________________ Title _______________________ Title________________________ EXHIBIT "D" ENFOLIO MASTER FIRM PURCHASE/SALE AGREEMENT GUARANTY AGREEMENT This Guaranty Agreement (this "Guaranty"), dated as of May 1, 2001, is made and entered into between Alliant Energy Corporation, a Wisconsin corporation ("Guarantor"), and Enron North America Corp., a Delaware corporation ("Contract Party").

LAW, WAIVERS, MISCELLANEOUS. THIS GUARANTY SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. Guarantor WAIVES all right to require marshaling of assets and liabilities, sale in inverse order of alienation, notice of disposition of collateral and notice of acceptance of this Guaranty. The Transaction Procedures set forth in the Gas Contract are acknowledged and agreed to by Guarantor and Guarantor agrees not to contest the validity or enforceability of any Transaction entered into in accordance with the Transaction Procedures under applicable law relating to whether certain agreements are to be in writing or signed by the Party to be thereby bound. No term or provision of this Guaranty shall be amended, modified, altered, waived, supple­mented or terminated except in a writing signed by the parties hereto. All capitalized terms used in this Guaranty and not herein defined shall have the meanings attributed to them in the Gas Contract. This Guaranty shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of Guarantor and Contract Party. This Guaranty embodies the entire agreement and under­standing between Guarantor and Contract Party and supersedes all prior agreements and understandings relating to the subject matter hereof. The headings in this Guaranty are for purposes of reference only, and shall not affect the meaning hereof. This Guaranty may be executed in any number of counterparts, each of which shall be an original, but all of which together shall con­stitute one document. The parties hereto have caused this Guaranty to be executed as of the day and year first above written. ENRON CORP. NG ENERGY TRADING, L.L.C. [GUARANTOR] [CONTRACT PARTY] ____________________________ _____________________________ By _________________________ By __________________________ Title _______________________ Title________________________ EXHIBIT "D" ENFOLIO MASTER FIRM PURCHASE/SALE AGREEMENT GUARANTY AGREEMENT This Guaranty Agreement (this "Guaranty"), dated as of May 1, 2001, is made and entered into between Alliant Energy Corporation, a Wisconsin corporation ("Guarantor"), and Enron North America Corp., a Delaware corporation ("Contract Party").