Mississippi Canyon Gas Pipeline, LLC

First Revised Volume No. 1

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Effective Date: 12/20/1998, Docket: CP96-159-006, Status: Effective

Original Sheet No.268 Original Sheet No.268 : Effective

IT-1 TRANSPORTATION SERVICE AGREEMENT (continued)

ARTICLE XIV

ASSIGNMENTS

14.1 Transporter may, without relieving itself of its

obligations under this Agreement, assign any of its

rights hereunder to a company with which it is

affiliated. Shipper may, without relieving itself of

its obligations under this Agreement, assign or any of

its rights and obligations hereunder to a company with

which it is affiliated provided that prior to the

effective date of such assignment the provisions of

Section 6.3 of Rate Schedule IT-1 are met by the

particular affiliated company.

14.2 Any person which shall succeed by purchase, merger, or

consolidation to the properties, substantially as an

entirety, of either Party hereto shall be entitled to

the rights and shall be subject to the obligations of

its predecessor in interest under this Agreement.

ARTICLE XV

MISCELLANEOUS

15.1 THE INTERPRETATION AND PERFORMANCE OF THIS AGREEMENT

SHALL BE IN ACCORDANCE WITH AND CONTROLLED BY THE LAWS

OF THE STATE OF TEXAS, WITHOUT REGARD TO THE DOCTRINES

GOVERNING CHOICE OF LAW.

15.2 If any provision of this Agreement is declared null and

void, or voidable, by a court of competent

jurisdiction, then that provision will be considered

serverable at either Party's option; and if the

severability option is exercised, the remaining

provisions of the Agreement shall remain in full force

and effect.

15.3 Unless otherwise expressly provided in this Agreement

or Transporter's FERC Gas Tariff, no modification of or

supplement to the terms and provisions stated in this

Agreement shall be or become effective unless agreed by

the Parties in writing or over Transporter's Internet

Web Site.