Trunkline LNG Company, LLC

Second Revised Volume No. 1-A

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Effective Date: 08/01/2003, Docket: RP03-535-000, Status: Effective

Original Sheet No. 119 Original Sheet No. 119 : Effective

 

GENERAL TERMS AND CONDITIONS

(Continued)

 

 

16. RESPONSIBILITY, WARRANTY AND ASSIGNMENTS

 

16.1 TLNG shall be deemed to be in control of and have

responsibility for the LNG to be stored by TLNG after the

receipt thereof by TLNG from Shipper, and prior to the

delivery of such LNG or Regasified LNG to Shipper. TLNG

shall be deemed to have no responsibility with respect to

such LNG prior to TLNG's receipt thereof, or after TLNG's

delivery of LNG or Regasified LNG thereof, to or for

Shipper's account.

 

16.2 Each of TLNG and Shipper warrants that it shall, at the

time of delivery of LNG or Regasified LNG to the other,

have good title to or good right to deliver all such LNG

or Regasified LNG, and that it shall deliver, or cause to

be delivered, such LNG or Regasified LNG free from all

liens, encumbrances and claims whatsoever. Except as

provided in Section 16.6 and 16.7 herein, both TLNG and

Shipper shall, as to the LNG or Regasified LNG it delivers

or causes to be delivered to the other, indemnify and save

the other harmless from all suits, actions, debts,

accounts, damages, costs, losses and expenses arising from

or out of any adverse claims of any and all persons to

said LNG or Regasified LNG and to royalties, taxes, fees

or charges thereon.

 

16.3 As to all matters within its actual or imputed control,

Shipper represents and warrants that service hereunder and

all arrangements incident thereto conform to applicable

regulations, and agrees to indemnify and hold TLNG

harmless against any and all actions, suits or

proceedings, concerning such service or arrangements,

which are brought before or instituted by any authority

having jurisdiction, except to the extent such action,

suit or proceeding is the result of TLNG's negligence, bad

faith or willful misconduct.

 

16.4 The Service Agreement shall be binding upon and inure to

the benefit of any successor to either TLNG or Shipper by

merger, consolidation or acquisition. Both TLNG and

Shipper may assign or pledge the Service Agreement and all

rights and obligations thereunder under the provisions of

any mortgage, deed of trust, indenture or other instrument

which it has executed or may execute hereafter as security

for indebtedness or as an assignment of receivables;

otherwise, neither TLNG nor Shipper shall assign the

Service Agreement or any of its rights hereunder unless it

shall first have obtained the written consent of the

other. Such consent shall not be unreasonably withheld.