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4.2 above and the outgoing Auction Administrator will at the same time be released from their escrow obligations hereunder.


Reliance.  The Auction Administrator shall only be entitled to rely on the written instructions of the Primary Shipper.


Release from Escrow.   Immediately upon notification to the Applicant of whether or not such Applicant is the winning bidder under an Auction, the Auction Administrator is hereby irrevocably authorised by the Applicant to: (i) if the Applicant is the winning bidder for such Auction, attach any signature pages of the Applicant to the applicable Secondary Capacity Documents and deliver such Secondary Capacity Documents together with any remaining Bid Documents in the possession of the Auction Administrator to the Primary Shipper or (ii)


No Fiduciary Duties.  Each party confirms that it is acting as a principal on its own account or on behalf of an Affiliate acting on its own account.

5. Representations and Warranties


The Applicant hereby represents, warrants and undertakes to the Primary Shipper and the Auction Administrator, as at the date of this Agreement and at all times during the Term up to and including the last day of the Term, that:


it is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation (and, if relevant under those laws, is in good standing) and has the power to own its property and assets and to carry on its business as contemplated herein;



it has the power to execute, deliver and perform its obligations under this Agreement; and


it has taken all necessary action to authorise the execution, delivery and performance referred to above and such execution, delivery and performance does not violate or conflict with any Applicable Law, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it, or any of its assets or any material contractual restriction binding on or affecting it or any of its assets, as the case may be;


no material approval from any Competent Authority or other third party is required in connection with the execution and performance of this Agreement or, where any such approval is required, it has been obtained unconditionally;


it has obtained and shall maintain in full force and effect all necessary consents, permits, and authorisations (to the extent applicable) that are or would be required for the performance of any of its obligations under or in connection with this Agreement;


its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with its terms subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law);

Version 1.4 –  2 December 20087

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