Valero Interstate Transmission Company

First Revised Volume No. 2

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

Original Sheet No. 39 Original Sheet No. 39 : Superseded

ARTICLE XII

MISCELLANEOUS

1. No waiver by either Buyer or Interstate of any default of the other

under this Agreement shall operate as a waiver of any future default,

whether of like or different character or nature.

2. If either party shall fail to perform any of the covenants or

obligations imposed upon it under and by virtue of this Agreement (except

where such failure shall be excused under any of the provisions of this

Agreement), then in such event the other party may, at its Option (without

waiving any other remedy for breach thereof) terminate this Agreement by

proceeding as follows: The party not in default shall cause a written

notice to be serviced on the party in default stating specifically the

cause for terminating this Agreement and declaring it to be the intention

of the party giving such notice to terminate the same; thereupon the party

in default shall have thirty (30) days after receipt of the aforesaid

notice in which to remedy or remove the cause or causes stated in the

notice for terminating this Agreement, and if within said thirty (30) days

the party in default does so remove or remedy said causes and fully

indemnifies the party not in default for any and all consequences of such

breach, then such notice shall be withdrawn and this Agreement shall

remain in full force and effect. In case the party in default does not

remedy and remove the cause or causes stated in such notice and/or does

not indemnify the party not in default for any and all consequences of

such breach within said thirty (30) days, then this Agreement shall become

null and void from and after the expiration of said period. Any

cancellation of this Agreement pursuant to the provisions of this Article

shall be without prejudice to the right of the party not in default to

collect any amounts then due it and without waiver of any other remedy to

which the party not in default may be entitled for violation of this

Agreement.

3. This Agreement shall bind and inure to the respective successors

and assigns of each of the parties hereto, but no assignment shall be

effective without notification to and consent by the non-assigning party;

provided, however, either party hereto may assign its right, title and

interest in, to and by virtue of this Agreement, including any and all

extensions, renewals, amendments and supplements thereto, to a trustee or

trustees, individuals or corporate, as security for bonds or other

obligations or securities, without such trustee or trustees assuming or

becoming in any respect obligated to perform any of the obligations of the

assignor, and if any such trustee be a corporation, without its being

required by the parties hereto to qualify to do business in the State of

Texas, but no such assignment shall serve to relieve the assigning party

of its obligations hereunder.