Portland Natural Gas Transmission System

Second Revised Volume No. 1

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Effective Date: 03/01/2009, Docket: RP09-338-000, Status: Effective

First Revised Sheet No. 533 First Revised Sheet No. 533

Superseding: Original Sheet No. 533

Notices to Replacement Shipper hereunder shall be addressed to:

[Name of Replacement Shipper]

[address]

[FAX NUMBER]

Either party may change its address under this Article by written notice to

the other party.

ARTICLE VII - TRANSFER AND ASSIGNMENT OF MASTER CONTRACT

Any entity which shall succeed by purchase, merger or consolidation to

the properties, substantially as an entirety, of either Transporter or

Replacement Shipper, as the case may be, shall be entitled to the rights and

shall be subject to the obligations of its predecessor in title under this

Master Contract. Any party may, without relieving itself of its obligations

under this Master Contract, assign any of its rights hereunder to an entity

with which it is affiliated, but otherwise no assignment of this Master

Contract or of any of the rights or obligations hereunder shall be made unless

there first shall have been obtained the written consent thereto of

Replacement Shipper in the event of an assignment by Transporter or

Transporter in the event of an assignment by Replacement Shipper, which

consents shall not be unreasonably withheld. It is agreed, however, that the

restrictions on assignment contained in this Article VII shall not in any way

prevent either party to this Master Contract from pledging or mortgaging its

rights hereunder as security for its indebtedness.

ARTICLE VIII - NONRECOURSE OBLIGATION OF PARTNERSHIP AND OPERATOR

Replacement Shipper acknowledges and agrees that: (a) Transporter is a

Maine general partnership; (b) Replacement Shipper shall have no recourse

against any partner in Transporter with respect to Transporter's obligations

under this Master Contract and that its sole recourse shall be against the

partnership assets, irrespective of any failure to comply with applicable law

or any provision of this Master Contract; (c) no claim shall be made against

any partner under or in connection with this Master Contract; (d) Replacement

Shipper shall have no right of subrogation to any claim of Transporter for any

capital contributions from any partner to Transporter; (e) no claims shall be

made against the Operator, its officers, employees, and agents, under or in

connection with this Master Contract and the performance of Operator's duties

as Operator (provided that this shall not bar claims resulting from the gross

negligence or willful misconduct of Operator, its officers, employees or

agents) and Replacement Shipper shall provide Operator with a waiver of

subrogation of Replacement Shipper's insurance company for all such claims;

and (f) this representation is made expressly for the benefit of the partners

in Transporter and Operator.