SUCH ASSIGNMENT
MUST, AS A CONDITION TO SUCH ASSIGNMENT, DELIVER TO THE NON-ASSIGNING PARTY ITS
WRITTEN UNDERTAKING TO BE BOUND BY AND PERFORM ALL OBLIGATIONS OF THE ASSIGNOR
UNDER THIS AGREEMENT.
17.2
PERMITTED ASSIGNMENTS
(A)
AFFILIATES OF SABINE.
NOTWITHSTANDING THE
PROVISIONS OF SECTION 17.1, SABINE MAY FREELY ASSIGN ALL OF ITS RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT TO AN AFFILIATE, UPON NOTICE TO, BUT WITHOUT
REQUIRING THE CONSENT OF, CUSTOMER.
(B)
AFFILIATES OF CUSTOMER.
NOTWITHSTANDING THE
PROVISIONS OF SECTION 17.1, CUSTOMER MAY FREELY ASSIGN ALL OF ITS RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT TO AN AFFILIATE UPON NOTICE TO, BUT WITHOUT
REQUIRING THE CONSENT OF, SABINE.
GUARANTOR SHALL AGREE IN WRITING THAT THE
GUARANTEE EXTENDS TO ALL OF THE OBLIGATIONS ASSIGNED PURSUANT TO THIS SECTION
17.2(B).
(C)
FINANCING.
NOTWITHSTANDING THE PROVISIONS
OF SECTION 17.1, SABINE SHALL BE ENTITLED TO ASSIGN, MORTGAGE, OR PLEDGE ALL OR
ANY OF ITS RIGHTS, INTERESTS, AND BENEFITS HEREUNDER TO SECURE PAYMENT OF ANY
INDEBTEDNESS INCURRED OR TO BE INCURRED IN CONNECTION WITH THE CONSTRUCTION AND
TERM FINANCING OF THE SABINE PASS FACILITY.
IN CONNECTION WITH SABINE'S EFFORTS
TO FINANCE THE CONSTRUCTION OF THE SABINE PASS FACILITY, IF REQUIRED BY THE
LENDERS, CUSTOMER AGREES TO EXECUTE IN
48
FAVOR OF SUCH LENDERS A DOCUMENT IN THE FORM OF THE LENDERS CONSENT AND
AGREEMENT APPENDED HERETO AS EXHIBIT D.
(D)
PARTIAL ASSIGNMENTS.
CUSTOMER MAY ASSIGN A
PORTION OF THE SERVICES IT IS ENTITLED TO HEREUNDER (A "PARTIAL ASSIGNMENT") FOR
ANY PERIOD OF TIME UP TO AND INCLUDING THE REMAINDER OF THE TERM, OR ALL OF ITS
ENTITLEMENTS FOR A PERIOD OF TIME THAT IS LESS THAN THE REMAINING TERM, UPON
NOTICE BUT WITHOUT THE PRIOR CONSENT OF SABINE, TO ONE OR MORE ASSIGNEES,
PROVIDED THAT THE GUARANTEE, EXTENDING TO ALL OBLIGATIONS ASSIGNED PURSUANT TO
THE PARTIAL ASSIGNMENT CONTINUES TO REMAIN IN FULL FORCE AND EFFECT SUCH THAT
THE GUARANTEE OF CUSTOMER'S OBLIGATIONS UNDER THIS AGREEMENT IN FAVOR OF SABINE
IS NOT ADVERSELY AFFECTED BY SUCH ASSIGNMENT; AND:
(I)
THE ASSIGNEES DELIVER TO SABINE THE WRITTEN
UNDERTAKING REQUIRED BY SECTION 17.1(B);
(II)
CUSTOMER AND ALL ASSIGNEES DESIGNATE ONE OF THEM, OR A
THIRD PARTY, ON BEHALF OF CUSTOMER AND ALL ASSIGNEES TO ACT AS SCHEDULING
REPRESENTATIVE AND FOR PURPOSES OF GIVING AND RECEIVING ALL NOTICES, STATEMENTS
AND OTHER COMMUNICATIONS FROM OR TO CUSTOMER AND EXERCISING ALL RIGHTS OF
CUSTOMER UNDER THIS AGREEMENT (INCLUDING ALL RIGHTS UNDER CLAUSE A, SECTIONS
2.3, 3.5, 8.2, 10.2, 11.3, 18.1, 20.1, AND 20.2) JOINTLY, WITHOUT DELAY OR
HINDRANCE TO EACH PARTY'S PERFORMANCE OF THIS AGREEMENT; AND
(III)
NO PARTIAL ASSIGNMENT SHALL REDUCE THE RESPONSIBILITY OF
CUSTOMER OR SABINE IN RESPECT OF THE SERVICES OR INCREASE SABINE'S
RESPONSIBILITIES TO CUSTOMER AND THE ASSIGNEES UNDER THIS AGREEMENT.
CUSTOMER
SHALL REMAIN LIABLE FOR ALL PAYMENTS DUE UNDER THIS AGREEMENT AND SABINE SHALL
CONTINUE TO SEND ALL STATEMENTS REQUIRED UNDER ARTICLE 11 TO CUSTOMER.
CUSTOMER
SHALL INDEMNIFY AND HOLD SABINE HARMLESS FROM ANY LIABILITIES INCURRED BY SABINE
ARISING FROM A FAILURE BY CUSTOMER AND ALL ASSIGNEES