Mississippi Canyon Gas Pipeline, LLC

First Revised Volume No. 1

Effective Date: 04/01/2009, Docket: RP09-366-000, Status: Effective

First Revised Sheet No. 88 First Revised Sheet No. 88

Superseding: Original Sheet No. 88

GENERAL TERMS AND CONDITIONS (cont'd)

8. WARRANTY OF TITLE; INDEMNIFICATION

(a) Shipper warrants for itself, its successors and assigns, that it

will have, at the time of delivery of gas to Transporter at the

Receipt Point(s) for transportation hereunder, good title to the

delivered gas or the full right and authority to deliver such gas,

and that all such gas shall be free and clear of all liens,

encumbrances and claims whatsoever. Transporter warrants for

itself, its successors and assigns, that the gas it delivers

hereunder to or for the account of Shipper at the Delivery Point(s)

shall be free and clear of all liens, encumbrances and claims

whatsoever. Each party will indemnify the other and save it

harmless from all suits, actions, debts, accounts, damages, costs,

losses, and expenses (including court cost and reasonable attorney

fees) arising from or out of the indemnifying party's breach of the

foregoing warranty; including, but not limited to, adverse claims of

any and all persons to said gas and/or to royalties, taxes, license

fees, or charges which attach or relate to the gas. If Shipper's

title or right to deliver gas to Transporter is questioned or

involved in any action, Transporter may cease to allow Shipper to

continue to receive service under the impacted Transportation

Service Agreement until such time as Shipper's title or rights to

deliver is free from question; provided, however, Transporter shall

allow Shipper to qualify for or continue receiving service under

this FERC Gas Tariff and impacted Transportation Service Agreement

if Shipper furnishes a bond satisfactory to Transporter. Title to

the gas received by Transporter at the Receipt Point(s) shall not

pass to Transporter except that title to gas delivered for lost-and-

unaccounted-for quantities shall pass to Transporter at the Receipt

Point(s) or to Shipper at the Delivery Point(s), whichever applies.

(b) Transporter shall indemnify and hold harmless each Shipper from any

loss, cost, damage or expense incurred by the Shipper as a direct

result of Transporter's failure to follow the provisions of its

Tariff, except to the extent such loss, cost, damage, expense,

claim, suit, action or proceeding is the result of the Shipper's

negligence, bad faith or willful misconduct.

Shipper shall indemnify and hold harmless Transporter from any loss,

cost, damage or expense incurred by Transporter as a direct

result of the Shipper's failure to follow the provisions of

Transporter's Tariff, except to the extent such loss, cost, damage,

expense, claim, suit, action or proceeding is the result of

Transporter's negligence, bad faith or willful misconduct.