Common use of DEMANDS AND NOTICE Clause in Contracts

DEMANDS AND NOTICE. (a) The Guaranteed Party shall have the right to enforce this Guarantee against the Guarantor upon the occurrence of any failure by Obligor to pay any Obligations as and when due. The right of the Guaranteed Party to enforce this Guarantee shall be in addition to any other right to enforce the Base Contract by actions taken against Obligor, any other guarantor or party, or by resort to any security held by the Guaranteed Party. In order to make a claim under this Guarantee, the Guaranteed Party must notify the Guarantor in writing of its demand that payment be made by the Guarantor (a "Payment Demand"), and the Guarantor shall, subject to the terms of this Guarantee, pay to the Guaranteed Party in the manner required by the Base Contract the amount set forth in the Payment Demand notice within three (3) Business Days after the date of receipt of such Payment Demand notice by the Guarantor. The notice provisions set forth in this Section 4(a) shall not release or diminish the accrual of late payment interest owed under the Base Contract as a result of nonpayment by Obligor thereunder. (b) A Payment Demand shall identify the amount and the basis of the demand in reasonable detail, and shall specify that Obligor has failed to pay the Obligation that is the subject of the Payment Demand in full when and as due in accordance with the terms of the Base Contract. Subject to the terms hereof, a Payment Demand conforming to the foregoing requirements shall be sufficient notice to the Guarantor to pay under this Guarantee. Notices under this Guarantee shall be deemed received if sent to the address specified below: (i) on the second Business Day after receipt by Guarantor, if served by express delivery (such as FedEx or DHL), (ii) on the second Business Day after transmission, if served by facsimile transmission (provided that sender has machine confirmation that facsimile was transmitted to the correct fax number listed below), and (iii) solely in the case where notice address specified below or a notice address subsequently provided in writing by the Guarantor is within the United States, three (3) Business Days after mailing, if sent by certified, first-class mail, return receipt requested. To Guarantor: FPL Group Capital Inc ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Treasurer Fax: (▇▇▇) ▇▇▇-▇▇▇▇ To Obligor: FPL Energy Power Marketing, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Credit Manager Fax: (▇▇▇) ▇▇▇-▇▇▇▇ To the Guaranteed Party: Northeast Energy Associates c/o FPL Energy, LLC ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Business Manager Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Any party may change its address to which notice is given hereunder by providing notice of same in accordance with this Section 4. 5.

DEMANDS AND NOTICE. (a) The Guaranteed Party shall have the right to enforce this Guarantee against the Guarantor upon the occurrence of any failure by Obligor If Counterparty fails or refuses to pay any Obligations as Obligations, and when due. The right any of the Guaranteed Enron Parties has elected to exercise its rights under this Guaranty, such Enron Party to enforce this Guarantee shall be in addition to any other right to enforce the Base Contract by actions taken against Obligor, any other guarantor or party, or by resort to any security held by the Guaranteed Party. In order to make a claim under this Guarantee, the Guaranteed Party must notify the Guarantor in writing of its demand that payment be made by the upon Guarantor (hereinafter referred to as a "“Payment Demand"”), and the Guarantor shall, subject to the terms of this Guarantee, pay to the Guaranteed Party in the manner required by the Base Contract the amount set forth in the Payment Demand notice within three (3) Business Days after the date of receipt of such Payment Demand notice by the Guarantor. The notice provisions set forth in this Section 4(a) shall not release or diminish the accrual of late payment interest owed under the Base Contract as a result of nonpayment by Obligor thereunder. (b) A Payment Demand shall identify the amount and the basis of the demand be in reasonable detail, writing and shall reasonably and briefly specify that Obligor in what manner and what amount Counterparty has failed to pay the Obligation and an explanation of why such payment is due, with a specific statement that such Enron Party is the subject of the calling upon Guarantor to pay under this Guaranty. A Payment Demand in full when and as due in accordance with the terms of the Base Contract. Subject to the terms hereof, a Payment Demand conforming to satisfying the foregoing requirements shall be required with respect to Obligations before Guarantor is required to pay such Obligations hereunder and shall be deemed sufficient notice to Guarantor that it must pay the Guarantor to pay under this Guarantee. Notices under this Guarantee shall be deemed received if sent to the address specified below: Obligations within five (i) on the second Business Day after receipt by Guarantor, if served by express delivery (such as FedEx or DHL), (ii) on the second Business Day after transmission, if served by facsimile transmission (provided that sender has machine confirmation that facsimile was transmitted to the correct fax number listed below), and (iii) solely in the case where notice address specified below or a notice address subsequently provided in writing by the Guarantor is within the United States, three (35) Business Days after mailingits receipt of the Payment Demand. A single written Payment Demand shall be effective as to any specific default during the continuance of such default, if sent by certifieduntil Counterparty or Guarantor has cured such default, first-class mailand additional written demands concerning such default shall not be required until such default is cured. As used herein, return receipt requestedthe term “Business Day” shall mean a day on which commercial banks or financial institutions are open for business in Houston, Texas and New York, New York. To Guarantor shall not be liable for any Payment Demands in excess of the Guarantee Cap. In the event Guarantor receives approximately simultaneous Payment Demands from the Enron Parties in excess of the Guarantee Cap, Guarantor: FPL Group Capital Inc ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Treasurer Fax: (▇▇▇) ▇▇▇-▇▇▇▇ To Obligor: FPL Energy Power Marketing, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Credit Manager Fax: (▇▇▇) ▇▇▇-▇▇▇▇ To ’s total payment up to but not exceeding U.S.$25,000,000 shall be allocated among the Guaranteed Party: Northeast Energy Associates c/o FPL Energy, LLC ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Business Manager Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Any party may change its address Contracts to which notice is given hereunder by providing notice of same the Enron Parties are parties in accordance with this Section 4each Contract’s percentage of the total amount demanded by both. 5In all other instances, Guarantor’s payments hereunder, up to and including, but not in excess of the Guarantee Cap, will be made in the order in which the associated Payment Demands were received.

DEMANDS AND NOTICE. If any Enron Party (athe “Defaulting Enron Party”) The Guaranteed Party shall have the right to enforce this Guarantee against the Guarantor upon the occurrence of any failure by Obligor fails or refuses to pay any Obligations as Obligations, and when due. The right of the Guaranteed Party Counterparty has elected to enforce exercise its rights under this Guarantee Guaranty, Counterparty shall be in addition to any other right to enforce the Base Contract by actions taken against Obligor, any other guarantor or party, or by resort to any security held by the Guaranteed Party. In order to make a claim under this Guarantee, the Guaranteed Party must notify the Guarantor in writing of its demand that payment be made by the upon Guarantor (hereinafter referred to as a "“Payment Demand"”), and the Guarantor shall, subject to the terms of this Guarantee, pay to the Guaranteed Party in the manner required by the Base Contract the amount set forth in the Payment Demand notice within three (3) Business Days after the date of receipt of such Payment Demand notice by the Guarantor. The notice provisions set forth in this Section 4(a) shall not release or diminish the accrual of late payment interest owed under the Base Contract as a result of nonpayment by Obligor thereunder. (b) A Payment Demand shall identify the amount and the basis of the demand be in reasonable detail, writing and shall reasonably and briefly specify that Obligor in what manner and what amount the Defaulting Enron Party has failed to pay the Obligation and an explanation of why such payment is due, with a specific statement that Counterparty is the subject of the calling upon Guarantor to pay under this Guaranty. A Payment Demand in full when and as due in accordance with the terms of the Base Contract. Subject to the terms hereof, a Payment Demand conforming to satisfying the foregoing requirements shall be required with respect to Obligations before Guarantor is required to pay such Obligations hereunder and shall be deemed sufficient notice to Guarantor that it must pay the Guarantor to pay under this Guarantee. Notices under this Guarantee shall be deemed received if sent to the address specified below: Obligations within five (i) on the second Business Day after receipt by Guarantor, if served by express delivery (such as FedEx or DHL), (ii) on the second Business Day after transmission, if served by facsimile transmission (provided that sender has machine confirmation that facsimile was transmitted to the correct fax number listed below), and (iii) solely in the case where notice address specified below or a notice address subsequently provided in writing by the Guarantor is within the United States, three (35) Business Days after mailingits receipt of the Payment Demand. A single written Payment Demand shall be effective as to any specific default during the continuance of such default, if sent by certifieduntil the Defaulting Enron Party or Guarantor has cured such default, first-class mailand additional written demands concerning such default shall not be required until such default is cured. As used herein, return receipt requestedthe term “Business Day” shall mean a day on which commercial banks or financial institutions are open for business in Houston, Texas and New York, New York. To Guarantor shall not be liable for any Payment Demands in excess of the Guarantee Cap. In the event Guarantor receives approximately simultaneous Payment Demands from Counterparty with respect to Obligations owed under more than one Contract in excess of the Guarantee Cap, Guarantor: FPL Group Capital Inc ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Treasurer Fax: (▇▇▇) ▇▇▇-▇▇▇▇ To Obligor: FPL Energy Power Marketing, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Credit Manager Fax: (▇▇▇) ▇▇▇-▇▇▇▇ To ’s total payment up to but not exceeding U.S.$100,000,000 shall be allocated among the Guaranteed Party: Northeast Energy Associates c/o FPL Energy, LLC ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Business Manager Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Any party may change its address to which notice is given hereunder by providing notice of same Contracts in accordance with this Section 4each Contract’s percentage of the total amount demanded by both. 5In all other instances, Guarantor’s payments hereunder, up to and including, but not in excess of the Guarantee Cap, will be made in the order in which the associated Payment Demands were received.

DEMANDS AND NOTICE. (a) The Guaranteed Party shall have the right to enforce this Guarantee against the Guarantor upon Upon the occurrence and during the continuance of an Event of Default, as may be defined in any failure by Obligor Contract, if ENA fails or refuses to pay any Obligations as and when due. The right of the Guaranteed Party Counterparty has elected to enforce exercise its rights under this Guarantee Guaranty, Counterparty shall be in addition to any other right to enforce the Base Contract by actions taken against Obligor, any other guarantor or party, or by resort to any security held by the Guaranteed Party. In order to make a claim under this Guarantee, the Guaranteed Party must notify the Guarantor in writing of its demand that payment be made by the upon Guarantor (hereinafter referred to as a "“Payment Demand"”), and the Guarantor shall, subject to the terms of this Guarantee, pay to the Guaranteed Party in the manner required by the Base Contract the amount set forth in the Payment Demand notice within three (3) Business Days after the date of receipt of such Payment Demand notice by the Guarantor. The notice provisions set forth in this Section 4(a) shall not release or diminish the accrual of late payment interest owed under the Base Contract as a result of nonpayment by Obligor thereunder. (b) A Payment Demand shall identify the amount and the basis of the demand be in reasonable detail, writing and shall reasonably and briefly specify that Obligor in what manner and what amount ENA has failed to pay the Obligation and an explanation of why such payment is due, with a specific statement that Counterparty is the subject of the calling upon Guarantor to pay under this Guaranty. A Payment Demand in full when and as due in accordance with the terms of the Base Contract. Subject to the terms hereof, a Payment Demand conforming to satisfying the foregoing requirements shall be required with respect to Obligations before Guarantor is required to pay such Obligations hereunder and shall be deemed sufficient notice to Guarantor that it must pay the Guarantor to pay under this Guarantee. Notices under this Guarantee shall be deemed received if sent to the address specified below: Obligations within five (i) on the second Business Day after receipt by Guarantor, if served by express delivery (such as FedEx or DHL), (ii) on the second Business Day after transmission, if served by facsimile transmission (provided that sender has machine confirmation that facsimile was transmitted to the correct fax number listed below), and (iii) solely in the case where notice address specified below or a notice address subsequently provided in writing by the Guarantor is within the United States, three (35) Business Days after mailingits receipt of the Payment Demand. A single written Payment Demand shall be effective as to any specific default during the continuance of such default, if sent by certifieduntil ENA or Guarantor has cured such default, first-class mailand additional written demands concerning such default shall not be required until such default is cured. As used herein, return receipt requestedthe term “Business Day” shall mean a day on which commercial banks or financial institutions are open for business in Houston, Texas and New York, New York. To Guarantor shall not be liable for any Payment Demands in excess of the Guarantee Cap. In the event Guarantor receives approximately simultaneous Payment Demands from Counterparty with respect to Obligations owed under more than one Contract in excess of the Guarantee Cap, Guarantor: FPL Group Capital Inc ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Treasurer Fax: (▇▇▇) ▇▇▇-▇▇▇▇ To Obligor: FPL Energy Power Marketing, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Credit Manager Fax: (▇▇▇) ▇▇▇-▇▇▇▇ To ’s total payment up to but not exceeding U.S.$___________ .$_10,000,000 shall be allocated among the Guaranteed Party: Northeast Energy Associates c/o FPL Energy, LLC ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Business Manager Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Any party may change its address to which notice is given hereunder by providing notice of same Contracts in accordance with this Section 4each Contract’s percentage of the total amount demanded by both. 5In all other instances, Guarantor’s payments hereunder, up to and including, but not in excess of the Guarantee Cap, will be made in the order in which the associated Payment Demands were received.

DEMANDS AND NOTICE. (a) The Guaranteed Party shall have the right to enforce this Guarantee against the Guarantor upon the occurrence of any failure by Obligor to pay any Obligations as and when due. The right of the Guaranteed Party to enforce this Guarantee shall be in addition to any other right to enforce the Base Contract by actions taken against Obligor, any other guarantor or party, or by resort to any security held by the Guaranteed Party. In order to make a claim under this Guarantee, the Guaranteed Party must notify the Guarantor in writing of its demand that payment be made by the Guarantor (a "Payment Demand"), and the Guarantor shall, subject to the terms of this Guarantee, pay to the Guaranteed Party in the manner required by the Base Contract the amount set forth in the Payment Demand notice within three (3) Business Days after the date of receipt of such Payment Demand notice by the Guarantor. The notice provisions set forth in this Section 4(a) shall not release or diminish the accrual of late payment interest owed under the Base Contract as a result of nonpayment by Obligor thereunder. (b) A Payment Demand shall identify the amount and the basis of the demand in reasonable detail, and shall specify that Obligor has failed to pay the Obligation that is the subject of the Payment Demand in full when and as due in accordance with the terms of the Base Contract. Subject to the terms hereof, a Payment Demand conforming to the foregoing requirements shall be sufficient notice to the Guarantor to pay under this Guarantee. Notices under this Guarantee shall be deemed received if sent to the address specified below: (i) on the second Business Day after receipt by Guarantor, if served by express delivery (such as FedEx or DHL), (ii) on the second Business Day after transmission, if served by facsimile transmission (provided that sender has machine confirmation that facsimile was transmitted to the correct fax number listed below), and (iii) solely in the case where notice address specified below or a notice address subsequently provided in writing by the Guarantor is within the United States, three (3) Business Days after mailing, if sent by certified, first-class mail, return receipt requested. To Guarantor: FPL Group Capital Inc Capital, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Treasurer Fax: (▇▇▇) ▇▇▇-▇▇▇▇ To Obligor: FPL Energy Power Marketing, Inc. ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: Credit Manager Fax: (▇▇▇) ▇▇▇-▇▇▇▇ To the Guaranteed Party: Northeast Energy Associates c/o FPL Energy, LLC ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Business Manager Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Any party may change its address to which notice is given hereunder by providing notice of same in accordance with this Section 4. 5.

DEMANDS AND NOTICE. (a) The Guaranteed Party shall have the right to enforce this Guarantee against the Guarantor upon Upon the occurrence and during the continuance of an Event of Default, as may be defined in any failure by Obligor Contract, if ENA fails or refuses to pay any Obligations as and when due. The right of the Guaranteed Party Counterparty has elected to enforce exercise its rights under this Guarantee Guaranty, Counterparty shall be in addition to any other right to enforce the Base Contract by actions taken against Obligor, any other guarantor or party, or by resort to any security held by the Guaranteed Party. In order to make a claim under this Guarantee, the Guaranteed Party must notify the Guarantor in writing of its demand that payment be made by the upon Guarantor (hereinafter referred to as a "“Payment Demand"”), and the Guarantor shall, subject to the terms of this Guarantee, pay to the Guaranteed Party in the manner required by the Base Contract the amount set forth in the Payment Demand notice within three (3) Business Days after the date of receipt of such Payment Demand notice by the Guarantor. The notice provisions set forth in this Section 4(a) shall not release or diminish the accrual of late payment interest owed under the Base Contract as a result of nonpayment by Obligor thereunder. (b) A Payment Demand shall identify the amount and the basis of the demand be in reasonable detail, writing and shall reasonably and briefly specify that Obligor in what manner and what amount ENA has failed to pay the Obligation and an explanation of why such payment is due, with a specific statement that Counterparty is the subject of the calling upon Guarantor to pay under this Guaranty. A Payment Demand in full when and as due in accordance with the terms of the Base Contract. Subject to the terms hereof, a Payment Demand conforming to satisfying the foregoing requirements shall be required with respect to Obligations before Guarantor is required to pay such Obligations hereunder and shall be deemed sufficient notice to Guarantor that it must pay the Guarantor to pay under this Guarantee. Notices under this Guarantee shall be deemed received if sent to the address specified below: Obligations within five (i) on the second Business Day after receipt by Guarantor, if served by express delivery (such as FedEx or DHL), (ii) on the second Business Day after transmission, if served by facsimile transmission (provided that sender has machine confirmation that facsimile was transmitted to the correct fax number listed below), and (iii) solely in the case where notice address specified below or a notice address subsequently provided in writing by the Guarantor is within the United States, three (35) Business Days after mailingits receipt of the Payment Demand. A single written Payment Demand shall be effective as to any specific default during the continuance of such default, if sent by certifieduntil ENA or Guarantor has cured such default, first-class mailand additional written demands concerning such default shall not be required until such default is cured. As used herein, return receipt requestedthe term “Business Day” shall mean a day on which commercial banks or financial institutions are open for business in Houston, Texas and New York, New York. To Guarantor shall not be liable for any Payment Demands in excess of the Guarantee Cap. In the event Guarantor receives approximately simultaneous Payment Demands from Counterparty with respect to Obligations owed under more than one Contract in excess of the Guarantee Cap, Guarantor: FPL Group Capital Inc ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Treasurer Fax: (▇▇▇) ▇▇▇-▇▇▇▇ To Obligor: FPL Energy Power Marketing, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Credit Manager Fax: (▇▇▇) ▇▇▇-▇▇▇▇ To ’s total payment up to but not exceeding U.S.$___________ shall be allocated among the Guaranteed Party: Northeast Energy Associates c/o FPL Energy, LLC ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Business Manager Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Any party may change its address to which notice is given hereunder by providing notice of same Contracts in accordance with this Section 4each Contract’s percentage of the total amount demanded by both. 5In all other instances, Guarantor’s payments hereunder, up to and including, but not in excess of the Guarantee Cap, will be made in the order in which the associated Payment Demands were received.

DEMANDS AND NOTICE. (a) The Guaranteed Party shall have the right to enforce this Guarantee against the Guarantor upon the occurrence of any failure by Obligor to pay any Obligations as and when due. The right of the Guaranteed Party to enforce this Guarantee shall be in addition to any other right to enforce the Base Contract Agreement by actions taken against Obligor, any other guarantor or party, or by resort to any security held by the Guaranteed Party. In order to make a claim under this Guarantee, the Guaranteed Party must notify the Guarantor in writing of its demand that payment be made by the Guarantor (a "Payment Demand"), and the Guarantor shall, subject to the terms of this Guarantee, pay to the Guaranteed Party in the manner required by the Base Contract Agreement the amount set forth in the Payment Demand notice within three (3) Business Days after the date of receipt of such Payment Demand notice by the Guarantor. The notice provisions set forth in this Section 4(a) shall not release or diminish the accrual of late payment interest owed under the Base Contract Agreement as a result of nonpayment by Obligor thereunder. (b) A Payment Demand shall identify the amount and the basis of the demand in reasonable detail, and shall specify that Obligor has failed to pay the Obligation that is the subject of the Payment Demand in full when and as due in accordance with the terms of the Base ContractAgreement. Subject to the terms hereof, a Payment Demand conforming to the foregoing requirements shall be sufficient notice to the Guarantor to pay under this Guarantee. Notices under this Guarantee shall be deemed received if sent to the address specified below: (i) on the second Business Day after receipt by Guarantor, if served by express delivery (such as FedEx or DHL), (ii) on the second Business Day after transmission, if served by facsimile transmission (provided that sender has machine confirmation that facsimile was transmitted to the correct fax number listed below), and (iii) solely in the case where notice address specified below or a notice address subsequently provided in writing by the Guarantor is within the United States, three (3) Business Days after mailing, if sent by certified, first-class mail, return receipt requested. To Guarantor: FPL Group Capital Inc ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Treasurer Fax: (▇▇▇) ▇▇▇-▇▇▇▇ To Obligorthe Guaranteed Party: FPL Energy Power MarketingPublic Service Electric and Gas Company ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇-▇▇ ▇▇▇▇▇▇, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Credit Manager Fax: (▇▇▇) ▇▇▇-▇▇▇▇ To the Guaranteed PartyObligor: Northeast Energy Associates Associates, A Limited Partnership c/o FPL Energy, LLC ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Business Manager Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Any party may change its address to which notice is given hereunder by providing notice of same in accordance with this Section 4. 5.

DEMANDS AND NOTICE. (a) The Guaranteed Party shall have the right to enforce this Guarantee against the Guarantor upon Upon the occurrence and during the continuance of an Event of Default or Termination Event, as may be defined in any failure by Obligor Contract, if any Enron Party (the “Defaulting Enron Party”) fails or refuses to pay any Obligations as Obligations, and when due. The right of any Counterparty Party (the Guaranteed “Non-Defaulting Counterparty Party”) has elected to exercise its rights under this Guaranty, such Non-Defaulting Counterparty Party to enforce this Guarantee shall be in addition to any other right to enforce the Base Contract by actions taken against Obligor, any other guarantor or party, or by resort to any security held by the Guaranteed Party. In order to make a claim under this Guarantee, the Guaranteed Party must notify the Guarantor in writing of its demand that payment be made by the upon Guarantor (hereinafter referred to as a "“Payment Demand"”), and the Guarantor shall, subject to the terms of this Guarantee, pay to the Guaranteed Party in the manner required by the Base Contract the amount set forth in the Payment Demand notice within three (3) Business Days after the date of receipt of such Payment Demand notice by the Guarantor. The notice provisions set forth in this Section 4(a) shall not release or diminish the accrual of late payment interest owed under the Base Contract as a result of nonpayment by Obligor thereunder. (b) A Payment Demand shall identify the amount and the basis of the demand be in reasonable detail, writing and shall reasonably and briefly specify that Obligor in what manner and what amount the Defaulting Enron Party has failed to pay the Obligation and an explanation of why such payment is due, with a specific statement that such Non-Defaulting Counterparty Party is the subject of the calling upon Guarantor to pay under this Guaranty. A Payment Demand in full when and as due in accordance with the terms of the Base Contract. Subject to the terms hereof, a Payment Demand conforming to satisfying the foregoing requirements shall be required with respect to Obligations before Guarantor is required to pay such Obligations hereunder and shall be deemed sufficient notice to Guarantor that it must pay the Guarantor to pay under this Guarantee. Notices under this Guarantee shall be deemed received if sent to the address specified below: Obligations within two (i) on the second Business Day after receipt by Guarantor, if served by express delivery (such as FedEx or DHL), (ii) on the second Business Day after transmission, if served by facsimile transmission (provided that sender has machine confirmation that facsimile was transmitted to the correct fax number listed below), and (iii) solely in the case where notice address specified below or a notice address subsequently provided in writing by the Guarantor is within the United States, three (32) Business Days after mailingits receipt of the Payment Demand. A single written Payment Demand shall be effective as to any specific default during the continuance of such default, if sent by certifieduntil the Defaulting Enron Party or Guarantor has cured such default, first-class mailand additional written demands concerning such default shall not be required until such default is cured. As used herein, return receipt requestedthe term “Business Day” shall mean a day on which commercial banks or financial institutions are open for business in Houston, Texas and New York, New York. To Guarantor shall not be liable for any Payment Demands in excess of the Guarantee Cap. In the event Guarantor receives approximately simultaneous Payment Demands from one or more Counterparty Parties with respect to Obligations owed under more than one Contract in excess of the Guarantee Cap, Guarantor: FPL Group Capital Inc ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇’s total payment up to but not exceeding the Guarantee Cap, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Treasurer Fax: (▇▇▇) ▇▇▇-▇▇▇▇ To Obligor: FPL Energy Power Marketing, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Credit Manager Fax: (▇▇▇) ▇▇▇-▇▇▇▇ To shall be allocated among the Guaranteed Party: Northeast Energy Associates c/o FPL Energy, LLC ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Business Manager Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Any party may change its address to which notice is given hereunder by providing notice of same Contracts in accordance with this Section 4each Contract’s percentage of the total amount demanded by both. 5In all other instances, Guarantor’s payments hereunder, up to and including, but not in excess of the Guarantee Cap, will be made in the order in which the associated Payment Demands were received.

DEMANDS AND NOTICE. (a) The Guaranteed Party shall have the right to enforce this Guarantee against the Guarantor upon the occurrence of If any failure by Obligor fails or refuses to pay any of the Obligations as and when due. The right of the Guaranteed Party to enforce this Guarantee shall be in addition to any other right to enforce the Base Contract by actions taken against Obligor, any other guarantor or party, or by resort to any security held by the Guaranteed Party. In order to make a claim under this Guarantee, the Guaranteed Party must CAG may notify the Guarantor Bidco in writing of its the manner in which Obligor has failed to pay and demand that payment be made by Obligor. If Obligor's failure or refusal to pay continues for a period of five (5) business days after the Guarantor receipt date of CAG's notice to Bidco, and CAG has elected to exercise its rights under this Letter, CAG may make a demand upon Parent for the payment of such Obligations (hereinafter referred to as a "Payment Demand"), and the Guarantor shall, subject to the terms of this Guarantee, pay to the Guaranteed Party in the manner required by the Base Contract the amount set forth in the Payment Demand notice within three (3) Business Days after the date of receipt of such Payment Demand notice by the Guarantor. The notice provisions set forth in this Section 4(a) shall not release or diminish the accrual of late payment interest owed under the Base Contract as a result of nonpayment by Obligor thereunder. (b) A Payment Demand shall identify the be in writing and shall reasonably specify in what manner and what amount and the basis of the demand in reasonable detail, and shall specify that Obligations Obligor has failed to pay and an explanation of why such payment is due, with a specific statement that CAG is calling upon Parent to pay under this Letter. A Payment Demand satisfying the Obligation foregoing requirements when delivered to Parent shall be deemed sufficient notice to Parent that it must pay or otherwise satisfy (for example, by providing adequate security to CAG acceptable to CAG) (hereinafter "otherwise satisfy")the Obligations identified in the Payment Demand unless and to the extent they are subsequently paid by Obligor. A single Payment Demand that complies with the terms of this Section 2 shall be effective as to any specific failure to pay during the continuance of such failure to pay, until Obligor or Parent has cured such failure to pay, and additional Payment Demands concerning such failure to pay shall not be required until such failure to pay is cured. (b) Parent shall pay or otherwise satisfy the subject Obligations identified in a Payment Demand delivered under this Letter within five (5) business days upon the receipt of the Payment Demand in full when and as due in accordance with the terms of the Base Contract. Subject to the terms hereof, a Payment Demand conforming to the foregoing requirements shall be sufficient notice to the Guarantor to pay under this Guarantee. Notices under this Guarantee shall be deemed received if sent to the address specified below: (i) on the second Business Day after receipt by Guarantor, if served by express delivery (such as FedEx or DHL), (ii) on the second Business Day after transmission, if served by facsimile transmission (provided that sender has machine confirmation that facsimile was transmitted to the correct fax number listed below), and (iii) solely in the case where the Obligation of Obligor has not yet become due within five (5) days after maturity of Obligor's Obligation. Payments shall be made to the account notified by CAG in the Payment Demand. (c) Any Payment Demand or other notice address specified below to be given or made pursuant to this Letter shall be accomplished by delivering or mailing the same to (with a notice address subsequently provided in writing copy by e-mail or facsimile) the Guarantor is within same to the United States, three (3) Business Days after mailing, if sent by certified, first-class mail, return receipt requested. To Guarantorfollowing addresses: FPL Group Capital Inc Celanese Corporation ▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇.▇. ▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇, Executive Vice President, General Counsel and Corporate Secretary Facsimile: ▇▇▇ Attention: Treasurer Fax: (▇▇▇) ▇▇▇-▇▇▇▇ To ObligorE-mail: FPL Energy Power Marketing, Inc. ▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ with a copy to: Celanese ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇(▇▇▇▇)▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (Taunus) Germany Attn: Credit Manager Fax: (▇▇▇) ▇▇▇-▇▇▇▇ To the Guaranteed Party: Northeast Energy Associates c/o FPL Energy, LLC ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇ Corporate Finance & Cash Management Facsimile: 0049 69 305 89 975 E-mail: ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. @▇▇▇▇▇▇, Business Manager Fax: (▇▇.▇▇▇) ▇▇▇-▇▇▇▇ Any party may change its address to which notice is given hereunder by providing notice of same in accordance with this Section 4. 5.

DEMANDS AND NOTICE. (a) The Guaranteed Party shall have the right to enforce this Guarantee against the Guarantor upon the occurrence of any failure by Obligor If Counterparty fails or refuses to pay any Obligations as Obligations, and when due. The right any of the Guaranteed Enron Parties has elected to exercise its rights under this Guaranty, such Enron Party to enforce this Guarantee shall be in addition to any other right to enforce the Base Contract by actions taken against Obligor, any other guarantor or party, or by resort to any security held by the Guaranteed Party. In order to make a claim under this Guarantee, the Guaranteed Party must notify the Guarantor in writing of its demand that payment be made by the upon Guarantor (hereinafter referred to as a "“Payment Demand"”), and the Guarantor shall, subject to the terms of this Guarantee, pay to the Guaranteed Party in the manner required by the Base Contract the amount set forth in the Payment Demand notice within three (3) Business Days after the date of receipt of such Payment Demand notice by the Guarantor. The notice provisions set forth in this Section 4(a) shall not release or diminish the accrual of late payment interest owed under the Base Contract as a result of nonpayment by Obligor thereunder. (b) A Payment Demand shall identify the amount and the basis of the demand be in reasonable detail, writing and shall reasonably and briefly specify that Obligor in what manner and what amount Counterparty has failed to pay the Obligation and an explanation of why such payment is due, with a specific statement that such Enron Party is the subject of the calling upon Guarantor to pay under this Guaranty. A Payment Demand in full when and as due in accordance with the terms of the Base Contract. Subject to the terms hereof, a Payment Demand conforming to satisfying the foregoing requirements shall be required with respect to Obligations before Guarantor is required to pay such Obligations hereunder and shall be deemed sufficient notice to Guarantor that it must pay the Guarantor to pay under this Guarantee. Notices under this Guarantee shall be deemed received if sent to the address specified below: Obligations within five (i) on the second Business Day after receipt by Guarantor, if served by express delivery (such as FedEx or DHL), (ii) on the second Business Day after transmission, if served by facsimile transmission (provided that sender has machine confirmation that facsimile was transmitted to the correct fax number listed below), and (iii) solely in the case where notice address specified below or a notice address subsequently provided in writing by the Guarantor is within the United States, three (35) Business Days after mailingits receipt of the Payment Demand. A single written Payment Demand shall be effective as to any specific default during the continuance of such default, if sent by certifieduntil Counterparty or Guarantor has cured such default, first-class mailand additional written demands concerning such default shall not be required until such default is cured. As used herein, return receipt requestedthe term “Business Day” shall mean a day on which commercial banks or financial institutions are open for business in Houston, Texas and New York, New York. To Guarantor shall not be liable for any Payment Demands in excess of the Guarantee Cap. In the event Guarantor receives approximately simultaneous Payment Demands from the Enron Parties in excess of the Guarantee Cap, Guarantor: FPL Group Capital Inc ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Treasurer Fax: (▇▇▇) ▇▇▇-▇▇▇▇ To Obligor: FPL Energy Power Marketing, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Credit Manager Fax: (▇▇▇) ▇▇▇-▇▇▇▇ To ’s total payment up to but not exceeding U.S.$100,000,000 shall be allocated among the Guaranteed Party: Northeast Energy Associates c/o FPL Energy, LLC ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Business Manager Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Any party may change its address Contracts to which notice is given hereunder by providing notice of same the Enron Parties are parties in accordance with this Section 4each Contract’s percentage of the total amount demanded by both. 5In all other instances, Guarantor’s payments hereunder, up to and including, but not in excess of the Guarantee Cap, will be made in the order in which the associated Payment Demands were received.