Valero Interstate Transmission Company

First Revised Volume No. 1

Effective Date: 11/01/1991, Docket: GT91- 42-000, Status: Effective

Original Sheet No. 68 Original Sheet No. 68 : Superseded

GENERAL TERMS AND CONDITIONS

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(continued)

b. Vitco and Shipper shall have the right at all reasonable times to

examine the books and records of each other to the extent necessary

to verify the accuracy of any statement, computation or demand made

under or pursuant to this agreement. Any statement shall be final

as to both parties unless questioned within one (1) year after the

date thereof.

c. Any and all applicable production related taxes and assessments

which are imposed upon the gas transported hereunder shall be paid

by Shipper.

8. RESPONSIBILITY AND WARRANTY

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a. As between the parties hereto, Shipper shall be deemed to be in

control and possession of the gas prior to receipt at the Receipt

Point and after redelivery at the Delivery Point, and Vitco shall

be deemed to be in control and possession of the gas transported

hereunder after receipt at the Receipt Point and prior to delivery

at the Delivery Point. Each party shall have responsibility for

gas handled hereunder or for anything which may be done, happen or

arise with respect to such gas, only when such gas is in its

control and possession.

b. Shipper hereby warrants title, or authority to transport gas free

and clear of all liens, encumbrances, and claims whatsoever, to

all gas delivered to Vitco hereunder at the Receipt Point. Vitco

hereby warrants that upon delivery of the gas to Shipper, such

gas shall be free and clear of all liens, encumbrances, and claims

arising by virtue of its transportation thereof. Each party

agrees to indemnify and hold the other harmless from any and all

claims to said gas by owners, royalties, or from any other person

claiming any interest in the gas to which it warrants title.

c. Each Shipper under this Rate Schedule agrees to protect, defend,

indemnify and hold harmless Vitco from and against any and all

losses, damages, or expenses of every kind and character that

Vitco or Shipper may suffer, sustain, or be liable for as a

result of any interruption pursuant to the terms and conditions

of transportation service under Shipper's executed service

agreement, except those due to Vitco's negligence or misconduct.