OF THE ASSIGNEES, AND
B.
CUSTOMER AND ALL ASSIGNEES SHALL
EXERCISE ALL RIGHTS OF CUSTOMER UNDER THIS AGREEMENT (INCLUDING ALL RIGHTS UNDER
SECTIONS 2.3, 3.6, 4.5, 6.1, 8.2, 10.2, 11.3, 18.1, 20.1, 20.2, AND 24.1)
JOINTLY, WITHOUT DELAY OR HINDRANCE TO EACH PARTY'S PERFORMANCE OF THIS
AGREEMENT; AND
(III)
CUSTOMER'S GUARANTOR AGREES THAT THE
GUARANTEE EXTENDS TO THE OBLIGATIONS ASSIGNED PURSUANT TO THIS SECTION 17.2(D).
No Partial Assignment shall (a) serve as a novation of this Agreement; or (b)
reduce the responsibility of Customer to SABINE in respect of the Services
Quantity or increase SABINE's responsibilities to Customer and the assignees
under this Agreement.
Customer shall indemnify and hold SABINE harmless from
any Liabilities incurred by SABINE arising from a failure by Customer and
assignees to designate a Scheduling Representative or to exercise all rights of
Customer jointly under (ii) above.
17.3
ASSIGNMENT AS NOVATION
(A)
EXCEPT AS PROVIDED IN SECTION 17.2(B), AN
ASSIGNMENT UNDER THIS ARTICLE 17 OF ALL, BUT NOT LESS THAN ALL, OF CUSTOMER'S
RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT SHALL NOT SERVE AS A NOVATION OF
THIS AGREEMENT UNLESS AND UNTIL, BUT SHALL SERVE AS A NOVATION IF:
53
(I)
THE ASSIGNEE DELIVERS TO THE
NON-ASSIGNING PARTY ITS WRITTEN UNDERTAKING TO BE BOUND BY AND PERFORM ALL
OBLIGATIONS OF THE ASSIGNOR UNDER THIS AGREEMENT, AS IF IT WERE THE ASSIGNOR;
AND
(II)
IN THE CASE OF CUSTOMER, ASSIGNEE HAVING
DEMONSTRATED TO SABINE THAT ITS CREDITWORTHINESS (INCLUDING CREDIT SUPPORT FROM
AN IRREVOCABLE LETTER OF CREDIT, A PARENT GUARANTEE OR OTHER SECURITY) AT THE
TIME OF THE ASSIGNMENT IS THE SAME OR BETTER THAN THE CREDITWORTHINESS OF
GUARANTOR OR SUCH CREDITWORTHINESS AND/OR ASSIGNEE ARE OTHERWISE REASONABLY
ACCEPTABLE TO SABINE.
FOR THE PURPOSES OF THE PRECEDING SENTENCE, THE
CREDITWORTHINESS AT THE TIME OF THE ASSIGNMENT OF THE PROPOSED ASSIGNEE SHALL BE
DEEMED ACCEPTABLE TO SABINE IF (I) THE CREDIT RATING OF SUCH ASSIGNEE IS AT SUCH
TIME EQUIVALENT TO OR BETTER THAN NO LESS THAN TWO OF THE FOLLOWING THREE
RATINGS:
"A3" BY MOODY'S INVESTOR SERVICE, "A-" BY STANDARD AND POOR'S AND "A-"
BY FITCH RATINGS; AND (II) THE MINIMUM MARKET CAPITALIZATION OF SUCH ASSIGNEE IS
THREE BILLION FIVE HUNDRED MILLION DOLLARS ($3,500,000,000); OR
(III)
IN THE CASE OF SABINE, ASSIGNEE HAVING
DEMONSTRATED TO CUSTOMER THAT:
A.
ITS CREDITWORTHINESS AT THE TIME OF THE
ASSIGNMENT IS THE SAME OR BETTER THAN THE CREDITWORTHINESS OF SABINE, AND
B.
IT HAS SUCCEEDED TO SUBSTANTIALLY ALL OF
THE ASSETS COMPRISING THE SABINE PASS FACILITY AND IS WILLING AND ABLE TO MAKE
AVAILABLE THE SERVICES QUANTITY TO CUSTOMER.
(B)
IN THE EVENT OF A NOVATION, THE ASSIGNEE
SHALL BE DEEMED TO BE A PARTY TO THIS AGREEMENT FOR ALL PURPOSES WITH RESPECT TO
RIGHTS AND OBLIGATIONS PERTAINING TO OPERATIONS HEREUNDER FROM AND AFTER THE
EFFECTIVE DATE OF THE ASSIGNMENT AND THE ASSIGNOR SHALL BE RELIEVED OF ALL
RIGHTS AND OBLIGATIONS HEREUNDER FROM AND AFTER THE EFFECTIVE DATE OF THE
ASSIGNMENT.
ARTICLE 18
TERMINATION
18.1
EARLY TERMINATION EVENTS
(A)
TERMINATION BY CUSTOMER.
CUSTOMER