Venice Gathering System, L. L. C.

Original Volume No. 1

Effective Date: 01/01/1998, Docket: CP97-533-002, Status: Effective

Original Sheet No. 379 Original Sheet No. 379 : Effective

5.2 VGS makes no warranties whatsoever with respect

to the validity of title being transferred by

any party utilizing its gathering system and

hereby expressly states that it will not assume

any obligation to determine the validity of any

title transfer, nor will it otherwise perform

any function related to the transfer of title

except to track for accounting purposes

transfers made pursuant to nominations and

confirmation provided by Transfer Customers and

those to whom they transfer title or from whom

they receive title transfers. It shall be

totally the responsibility of the Transfer

Customer and those to whom or from whom it

transfers title to resolve disputes over the

validity of title being transferred.

5.3 THIS AGREEMENT WILL BE GOVERNED BY AND

CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE

STATE OF TEXAS WITHOUT REGARD TO ITS CHOICE OF

LAW PROVISIONS AND THE PARTIES HERETO STIPULATE

THAT WITH RESPECT TO ANY AND ALL DISPUTES

BETWEEN THE PARTIES ARISING FROM OR RELATING TO

THIS AGREEMENT, VENUE WILL LIE IN THE FEDERAL

OR STATE COURTS OF HOUSTON, HARRIS COUNTY,

TEXAS.

5.4 In no event shall either party be liable to the

other for any special, punitive, incidental,

indirect, or consequential damages, including

but not limited to loss of profits or business

interruptions, arising out of or in any way

related to this agreement.

5.5 This agreement may not be assigned without the

prior written consent of the other party.

Either party may terminate this agreement

immediately if it is assigned without the other

party's prior written consent.

5.6 The failure of either party to exercise any

right granted herein will not impair, or be

deemed a waiver of, that party's privilege of

exercising that right any subsequent time.