AND
G.
TOTAL SULFUR CONTENT, 1.35 GRAINS PER
100 STANDARD CUBIC FEET.
(II)
THE LNG WHEN DELIVERED BY CUSTOMER TO
SABINE SHALL CONTAIN NO WATER, MERCURY, ACTIVE BACTERIA OR BACTERIAL AGENTS
(INCLUDING SULFATE REDUCING BACTERIA OR ACID PRODUCING BACTERIA) AND OTHER
CONTAMINANTS OR EXTRANEOUS MATERIAL.
9.5
OFF-SPECIFICATION LNG
(A)
REFUSAL OF OFF-SPEC LNG.
WITHOUT PREJUDICE
TO ANY OTHER RIGHTS AND REMEDIES OF SABINE HEREUNDER, SABINE MAY REFUSE TO TAKE
DELIVERY OF ALL OR PART OF ANY LNG NOT CONFORMING TO THE QUALITY SPECIFICATIONS
SET FORTH IN SECTION 9.4 ("OFF-SPEC LNG").
38
(B)
NOTICE.
CUSTOMER SHALL PROVIDE NOTICE TO
SABINE AS SOON AS REASONABLY PRACTICABLE OF ANY EXISTING OR ANTICIPATED FAILURE
OF THE LNG AVAILABLE FOR DELIVERY TO SABINE HEREUNDER TO CONFORM TO THE QUALITY
SPECIFICATIONS SET FORTH IN SECTION 9.4, GIVING DETAILS OF THE NATURE AND
EXPECTED MAGNITUDE OF THE VARIANCE, THE CAUSE OF THE NON-COMPLIANCE AND THE
PROBABLE DURATION THEREOF, INCLUDING THE CARGOES AND SCHEDULED UNLOADING WINDOWS
TO BE AFFECTED THEREBY.
IF SO NOTIFIED, SABINE SHALL AS SOON AS POSSIBLE INFORM
CUSTOMER WHETHER IT INTENDS TO REJECT ANY OF SUCH OFF-SPEC LNG.
IF SABINE IS
NOTIFIED BY CUSTOMER PRIOR TO THE COMMENCEMENT OF UNLOADING OF A CARGO AT THE
SABINE PASS FACILITY THAT THE LNG IS OFF-SPEC LNG AND THE QUANTITY IS DELIVERED
TO THE SABINE PASS FACILITY, SABINE SHALL USE REASONABLE ENDEAVORS TO TAKE
DELIVERY OF ANY CARGOES WHICH IT WOULD OTHERWISE BE ENTITLED TO REJECT;
PROVIDED, HOWEVER, THAT SABINE SHALL BE ENTITLED TO DELAY UNLOADING OF OFF-SPEC
LNG FOR THE PERIOD OF TIME REASONABLY REQUIRED FOR SABINE TO DETERMINE WHETHER
IT CAN TAKE DELIVERY OF SUCH OFF-SPEC LNG PURSUANT TO THIS SECTION 9.5(B).
SUBJECT TO SABINE FIRST USING ITS REASONABLE ENDEAVORS TO TAKE DELIVERY OF ANY
CARGOES CONTAINING OFF-SPEC LNG, SABINE SHALL:
(I)
NOTIFY CUSTOMER THAT SABINE WILL TAKE
DELIVERY OF SOME OR ALL OF THE AFFECTED CARGOES, WITHOUT PREJUDICE TO SABINE'S
RIGHTS AND REMEDIES WITH RESPECT TO SUCH OFF-SPEC LNG OTHER THAN SABINE'S RIGHT
TO REJECT SAID CARGO; OR
(II)
REJECT ALL OR ANY OF THE AFFECTED CARGOES.
(C)
CUSTOMER'S RESPONSIBILITY.
IF SABINE
ACCEPTS DELIVERY OF SUCH A CARGO OF OFF-SPEC LNG, CUSTOMER SHALL:
(I)
BEAR THE FINANCIAL RESPONSIBILITY FOR
ALL REASONABLE AND ACTUAL INCREMENTAL COSTS (OTHER THAN CAPITAL COSTS) AND
LIABILITIES INCURRED BY SABINE OR ANY OF SABINE'S AFFILIATES, IN EACH CASE
ACTING AS A REASONABLE AND PRUDENT OPERATOR, IN CONNECTION WITH RECEIVING AND
(UNLESS OTHERWISE AGREED WITH CUSTOMER) TREATING OFF-SPEC LNG BY SUCH MEANS AS
ARE APPROPRIATE, INCLUDING MIXING SUCH OFF-SPEC LNG WITH LOWER CALORIFIC VALUE
GAS OR INJECTING NITROGEN IF FACILITIES TO ALLOW FOR INJECTION PRESENTLY EXIST
AT THE SABINE PASS FACILITY; AND
(II)
INDEMNIFY AND HOLD HARMLESS SABINE, ITS
AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS AND EMPLOYEES FROM ANY AND
ALL LIABILITIES, INCLUDING ANY OF SAME ATTRIBUTABLE TO CLAIMS OF ANY PERSON AND
ANY OTHER CUSTOMERS, WHICH ARISE OUT OF, ARE INCIDENT TO OR RESULT FROM THE
ACCEPTANCE, HANDLING, DISPOSAL OR USE OF OFF-SPEC LNG.
9.6
EFFECT ON FUTURE CARGOES
(A)