Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

Effective Date: 09/01/1993, Docket: RS92- 23-018, Status: Effective

Substitute Original Sheet No. 362 Substitute Original Sheet No. 362 : Effective

GENERAL TERMS AND CONDITIONS (conditions)

IX. WARRANTY OF TITLE TO GAS

This Section shall apply to all transportation service unless otherwise provided in

the applicable Rate Schedule or transportation contract. Shipper warrants for

itself, its successors and assigns, that it will have, at the time of delivery of gas

for transportation hereunder, good title or the good right to deliver the gas.

Transporter warrants for itself, its successors and assigns, that the gas it warrants

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

that each will have at such time of delivery good right and/or title to deliver the

gas, that each will indemnify the other and save it harmless from all suits, actions,

debts, accounts, dangers, costs, losses, and expenses arising from or out of any

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

fees, or charges thereon which are applicable for such delivery of gas and that each

will indemnify the other and save it harmless from all taxes or assessments which may

be levied and assessed upon such delivery and which are by law payable by and the

obligation of the party making such delivery. If Shipper's title or right to deliver

gas to be transported is questioned or involved in any action, Shipper shall not

qualify for or shall be ineligible to continue to receive service until such time as

Shipper's title or right to deliver is free from question; provided, however,

Transporter shall allow Shipper to qualify for or continue receiving service under

this Tariff 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 and

title to gas delivered for fuel and use quantities shall pass to Transporter at the

Receipt Point(s).

X. EXCUSE OF PERFORMANCE

1. Relief from liability: Neither Transporter nor Shipper shall be liable in

damages to the other for any act, omission or circumstances occasioned by or in

consequence of any (1) maintenance, construction, tests, rehabilitation, repairs

on pipelines or (2) force majeure events, including acts of God, strikes,

lockouts or other industrial disturbances, acts of the public enemy or

terrorists, wars, blockades, insurrections, riots, epidemics, landslides,

lightning, earthquakes, fires, storms, explosions or accidents to machinery or

wells or lines of pipe, line or well freezeups, partial or total failure or

unavailability of capacity, inability to obtain or unavoidable delay in

obtaining materials, supplies, equipment, permits or labor to perform or comply

with any obligations or conditions of an agreement, inability to obtain access

to rights-of-way,