Empire Pipeline, Inc.

Original Volume No. 1

Effective Date: 12/10/2008, Docket: CP06-5-010, Status: Effective

Original Sheet No. 230 Original Sheet No. 230

GENERAL TERMS AND CONDITIONS

28. MISCELLANEOUS (Cont'd.)

28.4. Indemnification of Transporter. In the absence of gross

negligence or willful misconduct on the part of Transporter's

officers, employees or agents, Shipper waives and indemnifies

against any and all claims against Transporter, its officers,

employees or agents, arising out of or in any way connected with

(i) the quality, use or condition of the Gas after delivery from

Transporter's line for the account of such Shipper, and

(ii) with respect to third-party claims, any losses or shrinkage

of Gas during or resulting from transportation hereunder;

Shipper agrees to supply Transporter with a waiver of

subrogation of Shipper's insurance company for all claims

subject to the indemnification and the save harmless provisions

covered by this paragraph.

28.5. Warranty. Shipper warrants for itself, its successors, and

assignees, that it has, or will have, at the time of delivery of

the Gas for transportation hereunder, good title to such Gas to

be delivered to Transporter for Transportation, or, where a

waiver of the Commission's shipper-must-have-title is

applicable, the contractual right to allow and cause such gas to

be delivered to and transported by Transporter. Shipper warrants

for itself, its successors, and assigns, and any person(s) which

grant such contractual right to Shipper, that the Gas it

warrants hereunder shall be free and clear of all liens,

encumbrances or claims, that it will indemnify and save

Transporter 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 Gas and/or to

royalties, taxes, license fees, or charges thereon which are

directly applicable to such delivery of Gas and that it will

indemnify and save Transporter harmless from all taxes or

assessments which may be directly levied and assess upon such

delivery and which are by law payable and the obligation of the

party making such delivery. The reference to taxes and

assessments in this section is not intended to include taxes or

assessments on the income, profits, or assets on an ad valorem

basis of Transporter.