Panhandle Eastern Pipe Line Company

First Revised Volume No. 1

Effective Date: 05/01/1993, Docket: RS92- 22-005, Status: Effective

Original Sheet No. 322 Original Sheet No. 322 : Superseded

GENERAL TERMS AND CONDITIONS

(Continued)

19. WARRANTY AND ASSIGNMENTS

19.1 Except as otherwise provided in the Rate Schedule under

which Shipper is receiving service, both Shipper and

Panhandle warrant that it shall, at the time of delivery

of Gas to the other, have good title to or good right to

deliver all such Gas, and that it shall deliver, or cause

to be delivered, such Gas free from all liens,

encumbrances and claims whatsoever. Except as provided in

Section 17.4 above, both Panhandle and Shipper shall, as

to the Gas 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 Gas and/or to royalties,

taxes, fees or charges thereon.

19.2 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. Shipper hereby agrees to indemnify and hold

Panhandle 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 if and to the extent that such actions result

from or are based upon allegations of fact that are

inconsistent with the representations herein made by

Shipper or any failure of the warranties herein given by

Shipper.

19.3 Both Panhandle and Shipper may assign or pledge Service

Agreements 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; otherwise, except

in accordance with Sections 15 and 16 herein, neither

Panhandle nor Shipper shall assign a Service Agreement or

any of its rights thereunder unless it shall first have

obtained the written consent of the other(s). Such

consent shall not be unreasonably withheld.