Puget Sound Energy, Inc.

Original Volume No. 1

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Effective Date: 11/01/1998, Docket: CP98-250-002, Status: Effective

Original Sheet No. 30 Original Sheet No. 30 : Effective



transferred to the curing Owner. No transfer permitted by this

Section will relieve the transferor of any of its rights

and obligations under this Agreement (whether or not such

obligations have been reflected in any budget or are known or

unknown prior to such transfer) without the unanimous written

approval of the non-transferring Owners, not to be unreasonably

withheld. It shall be a condition precedent to the

effectiveness for any purpose of any such transfer, that (a) the

transferee execute and deliver to any Owner not making the

transfer such documents as may be necessary to evidence that the

transferee is, or upon effectuation of the transfer will be, bound

by this Agreement in the same manner as is the Owner which is

making the transfer, and (b) any remaining Ownership Interest of

an Owner, and the Ownership Interest of any Affiliate that will

acquire its Ownership Interest through such Owner, will be treated

as a single interest for all purposes of this Agreement (except

for tax and accounting purposes, where appropriate, and except as

expressly provided for otherwise in this Agreement) for, including

without limitation, the giving of notices and the payment of



2.4 Personal Covenants; Rules Against Restrictions on Alienation


2.4.1 Except for the Owners' mutual waiver of the right to

partition set forth in Section 2.2.3, all of the covenants and

conditions in this Agreement shall be personal to the respective

Owners and not covenants running with the land but shall be

binding upon any Owner which acquires any right, title or interest

of any Owner in or to the Storage Project or under this Agreement,

by assignment or in any other way.


2.4.2 If the duration of any term or condition of this Agreement

shall be subject to the rule against restrictions on alienation or

to a similar or related rule, then the effectiveness of such term

or condition shall not extend beyond (i) the maximum period of

time permitted under such rule or (ii) the specific applicable

period of time expressed in this Agreement, whichever is shorter.

For purposes of applying the rule against