High Island Offshore System, L.L.C.

Third Revised Volume No. 1

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Effective Date: 05/01/2004, Docket: RP04- 47-001, Status: Effective

Substitute Original Sheet No. 231 Substitute Original Sheet No. 231 : Effective

 

 

 

NGL BANK AGREEMENT (Continued)

 

 

ARTICLE IX - MISCELLANEOUS

 

9.1 SHIPPER AGREES THAT NEITHER ADMINISTRATOR OR TRANSPORTER SHALL HAVE ANY LIABILITY

TO SHIPPER OR ITS DESIGNATED AGENT IN CONNECTION WITH THE OPERATION AND

ADMINISTRATION OF THE NGL BANK AND SHIPPER HEREBY AGREES TO RELEASE, DEFEND,

INDEMNIFY AND HOLD HARMLESS ADMINISTRATOR AND TRANSPORTER FROM AND AGAINST ALL

CLAIMS, DEMANDS, CAUSES OF ACTION, LIABILITIES, JUDGMENTS, LOSSES, PENALTIES,

FINES, DAMAGES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES AND

COURT COSTS) IN CONNECTION THEREWITH.

 

9.2 Shipper acknowledges and agrees that because other shippers' gas may have a

different NGL content than that of Shipper, Transporter cannot and, therefore,

is not obligated to deliver to any shipper at a Point of Delivery the same

volume of NGL's as it received from that shipper at a Point of Receipt. Shipper

also acknowledges and agrees that the commingled gas stream delivered to Shipper

at a Point of Delivery may have a different NGL content than that received from

Shipper at a Point of Receipt.

 

9.3 Shipper recognizes that settlement conducted under this Agreement, while intended

to mitigate the inequity caused by one shipper's gas stream with relatively low

NGL content being enriched by another shipper's gas stream with relatively high

NGL content when those gas streams are commingled, will not necessarily eliminate

any or all such inequities. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY

CONTAINED HEREIN, SHIPPER HEREBY ACCEPTS THE NGL BANK "AS IS" AND "WITH ALL

FAULTS." SHIPPER ACKNOWLEDGES THAT NEITHER TRANSPORTER NOR ADMINISTRATOR HAS

MADE, AND TRANSPORTER AND ADMINISTRATOR HEREBY EXPRESSLY DISCLAIM ANY

REPRESENTATIONS OR WARRANTIES, EITHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING,

WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, QUALITY,

MERCHANTABILITY OR CONDITION WITH RESPECT TO THE NGL BANK. SHIPPER EXPRESSLY

ASSUMES THE RISK OF ANY DEFECT IN OR FAILURE OF THE NGL BANK AND HEREBY FULLY

RELEASES AND RELIEVES AND AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS

TRANSPORTER AND ADMINISTRATOR WITH RESPECT TO ANY LIABILITY TO SHIPPER AS A RESULT

THEREOF.

 

9.4 Notwithstanding anything in this Agreement to the contrary, the Parties agree

that each of them shall bear, without limit, full responsibility for the Gross

Negligence and Willful Misconduct of their managerial and supervisory personnel

and, in no event, will a Party be required to release or indemnify any other

Party for Gross Negligence or Willful Misconduct attributable to the other

Party's managerial or senior supervisory personnel. The Parties further agree

that no Party shall be liable to another Party for any negligence associated

with the operation of the NGL Bank, including but not limited to, negligent

actions or omissions by the members of the Advisory Group. For the purposes of

this Section 9.4, "Party" shall mean Shipper, Transporter, and Administrator,

individually. "Parties" shall mean Shipper, Transporter, and Administrator,

collectively. As used herein "Gross Negligence" is defined by the law

governing this Agreement; however, if such law does not define the term "gross

negligence", it means any act or failure to act (whether sole, joint or

concurrent) which seriously and substantially deviates from a diligent course

of action or which is in reckless disregard of or indifference to the harmful

consequences. "Willful Misconduct" is defined by the law governing this

Agreement; however, if such law does not define the term "willful misconduct",

it means an intentional disregard of good and prudent standards of performance

or of any terms of this Agreement.

 

9.5 This Agreement is subject to Transporter's FERC Gas Tariff, as such may be

modified or amended from time to time. In the event of a conflict between this

Agreement and Transporter's FERC Gas Tariff, the provisions of Transporter's

FERC Gas Tariff shall govern.