This Guaranty shall be deemed to be a contract under, and shall be
construed, interpreted and governed by and according to, the laws of the
State of Texas, excluding any conflict of laws principles which, if applied,
might permit or require the application of the laws of another jurisdiction.
The parties further agree that the jurisdiction and venue for any dispute or
claim arising out of or related to this Guaranty shall be brought and remain
in the federal or state courts located in the State of Texas. Guarantor
shall be liable to TOFF for all attorneys' fees and costs incurred by TOFF
in enforcing the provisions of this Guaranty and in collecting any amounts
If any provision of this Guaranty or the application thereof to any
person or circumstances shall for any reason and for any extent be invalid
or unenforceable, neither the remainder of this Guaranty nor the application
of such provisions to any other persons or circumstances shall be affected
thereby but shall be enforced to the extent permitted by applicable law.
This writing is intended by the parties to be an integrated and final
expression of this Guaranty. No course of prior dealing between the parties,
no usage of trade, and no parol or extrinsic evidence of any nature shall be
used to supplement, modify or vary any of the terms hereof. There are no
conditions to the effectiveness of this Guaranty.
IN WITNESS WHEREOF, Guarantor has duly executed this Guaranty as of the
date first set forth in the preamble.
LEVIATHAN GAS PIPELINE PARTNERS, L.P.