Valero Interstate Transmission Company

First Revised Volume No. 2

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

Original Sheet No. 38 Original Sheet No. 38 : Superseded

2. Such causes or contingencies affecting the performance of this

Agreement by any party hereto, however, shall not relieve such party of

liability in the event of the concurring negligence or in the event of

its failure to use due diligence to remedy the situation and remove the

cause in an adequate manner and with all reasonable dispatch, nor shall

such causes or contingencies affecting the performance of this Agreement

relieve any party hereto from its obligations to make payments of amounts

then due hereunder, nor shall such causes or contingencies relieve any

party of liability unless such party shall give notice and full particulars

of the same in writing or by telegraph to the other party as soon as

reasonably possible after the occurrence relied on, and like notice shall

be given upon termination of such force majeure conditions.

ARTICLE XI

WARRANTY OF TITLE

Interstate hereby warrants title to the gas sold hereunder; the right

of Interstate to sell the same; and Interstate warrants that all such gas

is owned by Interstate free from all liens and adverse claims, including

liens to secure payment of production taxes, severance taxes, and other

taxes. Interstate shall at all times have the obligation to make settle-

ments with all persons having any interest in the gas sold hereunder, and

Interstate agrees to indemnify Buyer and save it harmless from all suits,

actions, debts, accounts, damages, costs, losses, and expenses arising from

or out of adverse claims of any or all person to said gas or to royalties,

taxes, license fees or charges thereon which are applicable before the

title passes to Buyer or which may be levied and assessed upon the sale

thereof to Buyer. In the event that any claim is asserted by any party or

parties whomsoever to an interest in or title to such gas or any portion

thereof adversely to Interstate, Buyer shall thereafter in each instance

have the continuing right to withhold without interest any and all payments

due or becoming due hereunder by Buyer and attributable to the interest in

or title to such gas being claimed by such adverse claimant or claimants

up to but not exceeding the amount of such claim or claims until such time

as such claim or claims shall have been finally settled by litigation

between or by agreement of the contesting parties, or until Interstate

shall have furnished bond to Buyer conditioned for the protection of Buyer

with respect to such claim.