Tennessee Gas Pipeline Company

FIFTH REVISED VOLUME NO. 1

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

Substitute Original Sheet No. 590 Substitute Original Sheet No. 590 : Effective

BALANCING AGREEMENT (continued)

(For Use at Points of Delivery)

ARTICLE V

MISCELLANEOUS

5.1 Warranties - Balancing Party warrants (i) that as to any gas which it delivers

or causes to be delivered to Transporter hereunder to correct an Operational

Imbalance that it will have good title to such gas, free and clear of all liens,

encumbrances and claims whatsoever; (ii) that it will at the time of delivery

have the right to deliver or cause to be delivered such gas; (iii) that it has

the right to allocate all deliveries from the Delivery Points in accordance with

this Agreement; and (iv) that it will indemnify and save Transporter harmless

from suits, actions, debts, accounts, damages, costs, losses and expenses

arising from or out of adverse claims of any or all persons to said gas or to

royalties, overriding royalties, taxes, or other charges thereon or with regard

to the allocation of gas hereunder. Balancing Party represents and warrants to

Transporter that all requisite authorizations, if any, have been obtained as to

any gas which Balancing Party delivers or causes to be delivered hereunder.

5.2 Governing Bodies - This Agreement shall be subject to all applicable laws,

federal or state, and to all applicable rules and regulations of any duly

authorized federal, state or other government agency having jurisdiction over

the transactions described herein. THE INTERPRETATION AND PERFORMANCE OF THIS

CONTRACT SHALL BE IN ACCORDANCE WITH AND CONTROLLED BY THE LAWS OF THE STATE OF

TEXAS, WITHOUT REGARD TO THE DOCTRINES GOVERNING CHOICE OF LAW.

5.3 Waivers - No waiver by either Party of any one or more defaults by the other in

the performance of this Agreement shall operate or be construed as a waiver of

any future default or defaults, whether of a like or of different character.