Portland Natural Gas Transmission System

Second Revised Volume No. 1

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Effective Date: 09/01/2006, Docket: RP06-449-000, Status: Effective

Original Sheet No. 574 Original Sheet No. 574 : Effective

 

ARTICLE VI - NOTICES

 

Notices to Transporter shall be addressed to:

 

Portland Natural Gas Transmission System

One Harbour Place

Portsmouth, New Hampshire 03801

Attn: Vice-President - Business Development & Marketing

 

Notices to Shipper hereunder shall be addressed to:

 

[Name of Shipper]

[Address]

 

Either party may change its address under this Article by written notice to

the other party.

 

ARTICLE VII - TRANSFER AND ASSIGNMENT OF CONTRACT

 

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

properties, substantially as an entirety, of either Transporter or Shipper, as

the case may be, shall be entitled to the rights and shall be subject to the

obligations of its predecessor in title under the Contract. Any party may,

without relieving itself of its obligations under this Contract, assign any of

its rights hereunder to a creditworthy entity with which it is affiliated, but

otherwise no assignment of this Contract or of any of the rights or

obligations hereunder shall be made unless there first shall have been

obtained the written consent thereto of Shipper in the event of an assignment

by Transporter, or Transporter in the event of an assignment by Shipper, which

consents shall not be unreasonably withheld; provided however that nothing in

this Article VII is intended to abridge Shipper's right to release capacity in

compliance with the provisions of 18 C.F.R. Section 284.8 and the terms and

conditions of Transporter's Tariff. It is further agreed that the restrictions

on assignment contained in this Article VII shall not in any way prevent

either party to this Contract from pledging or mortgaging its rights hereunder

as security for its indebtedness.

 

Shipper acknowledges that Transporter may make a collateral assignment of this

Contract to financial institutions (collectively, the "Lenders") in connection

with a Financing Agreement and agrees that if the Lenders succeed to the

interest of Transporter by foreclosure or otherwise Shipper shall accord the

Lenders the same rights as Transporter hereunder

 

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 at Shipper's

disbursement on behalf of the Shipper within ten (10) business days and any

provider of credit support, as Lenders may reasonably request in connection

with the documentation of the financing or refinancing with respect to the

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

the enforceability of this Contract.