Petal Gas Storage, L. L. C.

Original Volume No. 1

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Effective Date: 07/25/2008, Docket: RP08-421-000, Status: Effective

Original Sheet No. 239 Original Sheet No. 239

 

FORM OF MASTER SERVICE AGREEMENT FOR

CAPACITY RELEASE TRANSACTION (Continued)

 

 

ARTICLE XI - TRANSFER AND ASSIGNMENT

 

Any individual or entity which shall succeed by purchase, merger, or consolidation to the

properties, substantially as an entirety, of Petal or Customer, as the case may be, shall

be entitled to the rights and shall be subject to the obligations of its predecessor in

title under this Agreement. No assignment of this Agreement by either party or any of

the rights or obligations hereunder shall be made unless there first shall have been

obtained the consent thereto in writing of the other party, which consent shall not be

unreasonably delayed or withheld. Any release of Customer from its obligations hereunder

may be conditioned on the approval of Petal's lenders, as reasonably determined by Petal.

 

It is agreed, however, that the restrictions on assignment contained in this Article

shall not, in any way, prevent either party to this Agreement from pledging or mortgaging

its rights hereunder as security for its indebtedness with out the written consent of the

other party. This Agreement shall be binding upon and shall inure to the benefit of the

respective authorized successors and assigns.

 

ARTICLE XII - MISCELLANEOUS

 

1. No change, modification or alteration of this Agreement shall be or become

effective until executed in writing by the parties hereto, and no course of

dealing between the parties shall be construed to alter the terms and conditions

hereof, except as expressly stated herein.

 

2. No waiver by any party of any one or more defaults by the other in the performance

of any provisions of the Agreement shall operate or be construed as a waiver of

any other default or defaults, whether of a like or of a different character.

 

3. Petal and Customer shall proceed with due diligence to obtain such governmental

and other regulatory authorizations as may be required for the rendition of the

Services contemplated herein, provided that Petal reserves the right to file and

prosecute applications for such authorizations, any supplements or amendments

thereto and, if necessary, any court review, in such manner as it deems to be in

its best interest, including the right to withdraw the applications or to file

pleadings and motions (including motions for dismissal).

 

4. This Agreement and the respective obligations of the parties hereunder are subject

to all present and future valid laws, orders, rules, and regulations of

constituted authorities having jurisdiction over the parties. Neither party shall

be held in default for failure to perform hereunder if such failure is due to

compliance with laws, orders, rules of regulations of any such duly constituted

authorities.