Portland Natural Gas Transmission System

Second Revised Volume No. 1

Effective Date: 09/01/2006, Docket: RP06-449-000, Status: Effective

Original Sheet No. 563 Original Sheet No. 563 : Effective

ARTICLE VII - TRANSFER AND ASSIGNMENT OF CONTRACT

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

properties, substantially as an entirety, of either Transporter or 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 Contract. Any party may,

without relieving itself of its obligations under this Contract, assign any of

its rights hereunder to an entity with which it is affiliated, but otherwise

no assignment of this 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 Shipper in the event of an assignment by

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

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

restrictions on assignment contained in this Article VII do not prevent either

party to this Contract from pledging or mortgaging its rights hereunder as

security for its indebtedness.

ARTICLE VIII - NONRECOURSE OBLIGATION OF PARTNERSHIP AND OPERATOR

Shipper acknowledges and agrees that: (a) Transporter is a Maine general

partnership; (b) Shipper shall have no recourse against any partner in

Transporter with respect to Transporter's obligations under this 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

Contract; (c) no claim shall be made against any partner under or in

connection with this Contract; (d) 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 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 Shipper shall provide

Operator with a waiver of subrogation of 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.

ARTICLE IX - LAW OF CONTRACT

Notwithstanding conflict-of-laws rules, the interpretation and performance of

this Contract shall be in accordance with and controlled by the laws of the

State of Maine.

ARTICLE X - CHANGE IN TARIFF PROVISIONS

Shipper agrees that Transporter shall have the unilateral right to file with

the FERC or any successor regulatory authority any changes in any of the

provisions of its Tariff, including of any of its Rate Schedules, or the

General Terms and Conditions, as Transporter may deem necessary, and to make

such changes effective at such times as Transporter desires and is possible

under applicable law.