Enbriidge Pipelines (Midla) L. L. C.

FIFTH REVISED VOLUME NO. 1

Effective Date: 10/01/2009, Docket: RP09-980-000, Status: Effective

Original Sheet No. 371 Original Sheet No. 371

ARTICLE VII

REPLACEMENT SHIPPER'S INDEMNIFICATION

Replacement Shipper recognizes that its rights to transportation service

hereunder are solely those rights released by Releasing Shippers. The

Replacement Shipper agrees that it will indemnify Transporter against any

claim or suit of any kind by any Releasing Shipper, its successor or assigns

arising from any action taken by Transporter in reliance upon the scheduling

instructions, communications or nominations ("Communications"), from

Replacement Shipper or its agents. Replacement Shipper further agrees that it

will hold Transporter harmless for any action taken by Transporter in reliance

upon the Communications of the Releasing Shipper or its agents. Replacement

Shipper further recognizes and agrees that Transporter shall have no

obligation to honor any Communications from Replacement Shipper or its agents

that in Transporter's sole opinion conflicts with Communications received by

Transporter from the Releasing Shipper or its agents or with the terms of

Transporter's Tariff. Additionally, Replacement Shipper further grants to

Transporter its permission and approval to notify the Releasing Shipper (even

when such Releasing Shipper is an Energy Affiliate of the Transporter) of

certain credit-related information under Section 26 of these General Terms and

Conditions.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

8.1 No waiver by any Party of any one or more defaults by the other in the

performance of any provisions of this Contract shall operate or be

construed as a waiver of any future default or defaults, whether of a

like or of a different character.

8.2 No liability for any act or omission of Transporter shall be incurred

by, or asserted against, any owners, subsidiaries or affiliates thereof.

Any recourse for any liability of Transporter shall be against

Transporter only.

8.3 The headings of the Articles of this Contract are inserted for

convenience of reference only and shall not affect the meaning or

construction thereof.

8.4 As to all matters of construction and interpretation, this Contract

shall be interpreted by the laws of the State of Texas, without regard

to its conflict of laws or provisions.