Rockies Express Pipeline LLC (Entrega)

Second Revised Volume No. 1

Effective Date: 09/01/2007, Docket: CP06-354-002, Status: Effective

Original Sheet No. 239 Original Sheet No. 239 : Effective

GENERAL TERMS AND CONDITIONS

22. POSSESSION OF GAS, TITLE AND RESPONSIBILITY

Shipper warrants that it will at the time of delivery to Transporter

have good title to all Gas so delivered free and clear of all liens,

encumbrances and claims whatsoever. As between Shipper and

Transporter, Shipper shall be deemed to be in control and possession of

the Gas and responsible for and hold Transporter harmless of and from

any damage or injury caused thereby until it shall have been delivered

to Transporter at the Receipt Point(s), after which Transporter shall

be deemed to be in control and possession of such Gas until its

delivery to Shipper, or for Shipper's account at the Delivery Point(s)

and while in such possession Transporter shall be responsible therefor

and hold Shipper harmless of and from any damage or injury caused

thereby. Transporter shall have no responsibility with respect to any

Gas on account of anything which may be done, happen or arise with

respect to said Gas until it is received by Transporter. Shipper shall

have no responsibility with respect to said Gas after its receipt by

Transporter or on account of anything which may be done, happen or

arise with respect to said Gas after such receipt until its delivery to

Shipper, or for Shipper's account, at the Delivery Point(s). The Point

of the division of responsibility shall be the Point of interconnection

between the facilities of Transporter and Shipper, or their respective

Agents, at the Receipt or Delivery Point(s), as applicable. Shipper

will indemnify Transporter and hold Transporter harmless from all

suits, actions, debts, accounts, damages, costs, losses and expenses

arising from or out of adverse claims of any or all persons or parties

to said Gas including claims for royalties, taxes, license fees or

charges applicable to such Gas or to the delivery thereof to

Transporter. The foregoing provisions of this section shall not

relieve either party from responsibility for acts of negligence or

misfeasance of such party, its Agents or employees.