Portland Natural Gas Transmission System

Second Revised Volume No. 1

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Effective Date: 08/01/2010, Docket: RP10-885-000, Status: Effective

First Revised Sheet No. 508 First Revised Sheet No. 508

Superseding: Original Sheet No. 508


In order to facilitate obtaining financing or refinancing for the

System, Shipper shall execute such consents, agreements or similar documents

with respect to a collateral assignment hereof to the Lenders, and any credit

support documents, and shall deliver an opinion of counsel on behalf of

Shipper and any provider of credit support, as Lenders may reasonably request

in connection with the documentation of the financing or refinancing for the

System, which consent and opinion shall, among other things warrant or opine

the enforceability of this Contract and of any credit support documents under

the applicable governing law(s) and the compliance thereof with all applicable





Shipper acknowledges and agrees that: (a) Transporter is a Maine

general partnership; (b) Shipper shall have no recourse against any partner in

Transporter with respect to Transporter's obligations under this Contract and

that its sole recourse shall be against the partnership assets, irrespective

of any failure to comply with applicable law or any provision of this

Contract; (c) no claim shall be made against any partner under or in

connection with this Contract; (d) Shipper shall have no right of subrogation

to any claim of Transporter for any capital contributions from any partner to

Transporter; (e) no claims shall be made against the Operator, its officers,

employees, and agents, under or in connection with this Contract and the

performance of Operator's duties as Operator (provided that this shall not bar

claims resulting from the gross negligence or willful misconduct of Operator,

its officers, employees or agents) and Shipper shall provide Operator with a

waiver of subrogation of Shipper's insurance company for all such claims; and

(f) this representation is made expressly for the benefit of the partners in

Transporter and Operator.




Notwithstanding conflict-of-laws rules, the interpretation and

performance of this Contract shall be in accordance with and controlled by the

laws of the State of Maine.




Shipper agrees that Transporter shall have the unilateral right to

file with the Federal Energy Regulatory Commission or any successor regulatory

authority any changes in any of the provisions of its Tariff, including of any

of its Rate Schedules, or the General Terms and Conditions, as Transporter may

deem necessary, and to make such changes effective at such times as

Transporter desires and is possible under applicable law.