LUMP SUM TURNKEY AGREEMENT for the NGINEERING, PROCUREMENT AND CONSTRUCTION

　　of the SABINE PASS LNG LIQUEFACTION FACILITY

　　美國(guó)液化天然氣裝置工程總承包合同

　　by and between

　　SABINE PASS LIQUEFACTION, LLC as Owner

　　and

　　BECHTEL OIL, GAS AND CHEMICALS, INC. as Contractor

　　Dated as of the 11th Day of November 2011

　　TABLE OF CONTENTS

　　RECITALS 序言

　　ARTICLE 1 DEFINITIONS 定義

　　ARTICLE 2 RELATIONSHIP OF OWNER, CONTRACTOR AND SUBCONTRACTORS

　　業(yè)主、承包商和分包商的關(guān)系

　　2.1 Status of Contractor 承包商的資質(zhì)

　　2.2 Key Personnel, Organization Chart and Contractor Representative

　　主要人員、機(jī)構(gòu)和承包商代表

　　2.3 Subcontractors and Sub-subcontractors 分包商和次分包商

　　2.4 Subcontracts and Sub-subcontracts 分包合同和次分包合同

　　2.5 Contractor Acknowledgements 承包商確認(rèn)書(shū)

　　ARTICLE 3 CONTRACTOR’S RESPONSIBILITIES 承包商代表

　　3.1 Scope of Work 工程范圍

　　3.2 Specific Obligations 具體義務(wù)

　　3.3 Design and Engineering Work 工程設(shè)計(jì)

　　3.4 Spare Parts 零部件

　　3.5 Training Program in General 培訓(xùn)項(xiàng)目

　　3.6 Environmental Regulations and Environmental Compliance 環(huán)保規(guī)則和遵守環(huán)保法規(guī)

　　3.7 Construction Equipment 施工設(shè)備

　　3.8 Employment of Personnel 員工雇傭

　　3.9 Clean-Up 現(xiàn)場(chǎng)清理

　　3.10 HSE Plan; Security 衛(wèi)生與安全

　　3.11 Emergencies 應(yīng)急處置

　　3.12 Contractor Permits 承包商的許可

　　3.13 Books, Records and Audits 賬簿、賬務(wù)記錄與審計(jì)

　　3.14 Tax Accounting 稅收

　　3.15 Temporary Utilities, Roads, Facilities and Storage 臨建設(shè)施、道路、附屬設(shè)施及庫(kù)房

　　3.16 Subordination of Liens 從屬留置權(quán)

　　3.17 Hazardous Materials 有害物質(zhì)

　　3.18 Quality Assurance 質(zhì)量保證

　　3.19 Reports 報(bào)告

　　3.20 Payment 款項(xiàng)支付

　　3.21 Commercial Activities 商務(wù)活動(dòng)

　　3.22 Title to Materials Found 發(fā)行物品的權(quán)屬

　　3.23 Survey Control Points and Layout 控制點(diǎn)和水準(zhǔn)點(diǎn)的勘察

　　3.24 Cooperation with Others at the Site 與其他施工方的現(xiàn)場(chǎng)合作

　　3.25 Integration with Existing Facility and Subproject 1 After Substantial Completion of Subproject 1 項(xiàng)目一竣工后與現(xiàn)有設(shè)施的整合

　　3.26 Responsibility for Property 財(cái)產(chǎn)責(zé)任

　　3.27 Explosives 爆破作業(yè)

　　3.28 Taxes 稅收

　　3.29 Equipment Quality 設(shè)備質(zhì)量

　　ARTICLE 4 OWNER’S RESPONSIBILITIES 業(yè)主的責(zé)任

　　4.1 Payment and Financing 付款與財(cái)務(wù)

　　4.2 Owner Permits 業(yè)主的許可

　　4.3 Access to the Site and Off-Site Rights of Way and Easements進(jìn)出入現(xiàn)場(chǎng)和道路使用權(quán)利

　　4.4 Operation Personnel 工作人員

　　4.5 Sales and Use Tax Matters 與銷售和使用有關(guān)的稅務(wù)事宜

　　4.6 Legal Description and Survey 法律事項(xiàng)的調(diào)查

　　4.7 Hazardous Materials 有害物質(zhì)處置

　　4.8 Owner-Provided Items 業(yè)主提供的物品

　　4.9 Owner Representative 業(yè)主代表

　　ARTICLE 5 COMMENCEMENT OF WORK, PROJECT SCHEDULE, AND SCHEDULING OBLIGATIONS 開(kāi)工、施工項(xiàng)目和義務(wù)規(guī)劃

　　5.1 Commencement of Work 開(kāi)工

　　5.2 Limited Notice to Proceed/Notice to Proceed 限制性的款項(xiàng)支付通知

　　5.3 Project Schedule 項(xiàng)目安排進(jìn)度

　　5.4 CPM Schedule Submissions 關(guān)鍵路徑法進(jìn)度的提交

　　5.5 Recovery and Recovery Schedule 補(bǔ)救與補(bǔ)救安排

　　5.6 Acceleration and Acceleration Schedule 趕工與趕工安排

　　ARTICLE 6 CHANGES; FORCE MAJEURE; AND OWNER-CAUSED DELAY

　　變更、不可抗力和因業(yè)主原因?qū)е碌墓て谘诱`

　　6.1 Change Orders Requested by Owner 業(yè)主要求的變更

　　6.2 Change Orders Requested by Contractor 承包商要求的變更

　　6.3 Contract Price Adjustment; Contractor Documentation 合同價(jià)格調(diào)整與承包商文件

　　6.4 Change Orders Act as Accord and Satisfaction 作為清償協(xié)議的變更通知單

　　6.5 Timing Requirements for Notifications and Change Order Requests by Contractor

　　由承包商提出的工期通知與變更單

　　6.6 Evidence of Funds 費(fèi)用憑據(jù)

　　6.7 Adjustment Only Through Change Order 因變更單引起的調(diào)整

　　6.8 Force Majeure 不可抗力

　　6.9 Extensions of Time and Adjustment of Compensation 工期延展和補(bǔ)償調(diào)整

　　6.10 Delay 工期延誤

　　6.11 Contractor Obligation to Mitigate Delay 承包商對(duì)減輕延誤的義務(wù)

　　ARTICLE 7 CONTRACT PRICE AND PAYMENTS TO CONTRACTOR

　　合同價(jià)格與對(duì)承包商的支付

　　7.1 Contract Price 合同價(jià)格

　　7.2 Interim Payments 暫付款

　　7.3 Final Completion and Final Payment 竣工結(jié)算與竣工支付

　　7.4 Payments Not Acceptance of Work 付款通知與工程驗(yàn)收

　　7.5 Payments Withheld 暫扣款

　　7.6 Interest on Late Payments and Improper Collection 延誤支付的利息與不合適的收費(fèi)

　　7.7 Offset 款項(xiàng)抵付

　　7.8 Procedure for Withholding, Offset and Collection on the Letter of Credit

　　代扣、抵付與信用證收款的程序

　　7.9 Payment Error 支付錯(cuò)誤

　　ARTICLE 8 TITLE AND RISK OF LOSS 所有權(quán)與損失風(fēng)險(xiǎn)

　　8.1 Title 所有權(quán)

　　8.2 Risk of Loss 損失風(fēng)險(xiǎn)

　　ARTICLE 9 INSURANCE AND LETTER OF CREDIT 保險(xiǎn)與信用證

　　9.1 Insurance 保險(xiǎn)

　　9.2 Irrevocable Standby Letter of Credit 不可撤銷的信用證

　　ARTICLE 10 OWNERSHIP OF DOCUMENTATION 文件的權(quán)屬

　　10.1 Work Product 工程成果

　　10.2 Owner Provided Documents 業(yè)主提供的文件

　　ARTICLE 11 COMPLETION 竣工

　　11.1 Notice of RFSU, Delivery of Feed Gas for Commissioning, Start-Up and Performance Testing and Scheduling of LNG Tanker

　　待開(kāi)車通知、提供試車、啟動(dòng)、試驗(yàn)和行程所需燃?xì)獾耐ㄖ?/span>

　　11.2 Notice and Requirements for Substantial Completion 實(shí)際竣工的通知及要求

　　11.3 Owner Acceptance of RFSU and Substantial Completion 業(yè)主對(duì)待開(kāi)車和實(shí)際竣工的驗(yàn)收11.4 Performance Guarantee Not Achieved 履約保函

　　11.5 Punchlist 鉆孔設(shè)施

　　11.6 Notice and Requirements for Final Completion 竣工通知與要求

　　11.7 Operations Activities 操作項(xiàng)目

　　ARTICLE 12 WARRANTY AND CORRECTION OF WORK 工程的保修與修補(bǔ)

　　12.1 Warranty 保修

　　12.2 Correction of Work Prior to Substantial Completion 竣工前的修補(bǔ)

　　12.3 Correction of Work After Substantial Completion 竣工后的修補(bǔ)

　　12.4 Assignability of Warranties 保修安排

　　12.5 Waiver of Implied Warranties 非明示的保險(xiǎn)責(zé)任放棄

　　ARTICLE 13 DELAY LIQUIDATED DAMAGES AND SCHEDULE BONUS

　　工期延誤違約金及進(jìn)度獎(jiǎng)勵(lì)

　　13.1 Delay Liquidated Damages 工期延誤違約金

　　13.2 Schedule Bonus 進(jìn)度獎(jiǎng)勵(lì)

　　ARTICLE 14 CONTRACTOR’S REPRESENTATIONS 承包商代表

　　14.1 Corporate Standing 公司資質(zhì)

　　14.2 No Violation of Law; Litigation 不違法，無(wú)訴訟糾紛

　　14.3 Licenses 施工許可證

　　14.4 No Breach 不違約

　　14.5 Corporate Action 法人行為

　　14.6 Financial Solvency 財(cái)務(wù)狀況

　　ARTICLE 15 OWNER’S REPRESENTATIONS 業(yè)主代表

　　15.1 Standing 業(yè)主資質(zhì)

　　15.2 No Violation of Law; Litigation 不違法，無(wú)訴訟糾紛

　　15.3 Licenses 執(zhí)照

　　15.4 No Breach 不違約

　　15.5 Corporate Action 法人行為

　　15.6 Financial Solvency 財(cái)務(wù)狀況

　　ARTICLE 16 DEFAULT, TERMINATION AND SUSPENSION 違約、合同終止和工程暫停

　　16.1 Default by Contractor 承包商的違約

　　16.2 Termination for Convenience by Owner 業(yè)主行使的終止

　　16.3 Suspension of Work 工程暫停

　　16.4 Suspension by Contractor 由承包商原因造成的工程暫停

　　16.5 Termination by Contractor 由承包商原因造成的合同終止

　　16.6 Termination in the Event of an Extended Force Majeure 由不可抗力事件造成的合同終止

　　16.7 Termination in the Event of Delayed Notice to Proceed

　　因工期延誤通知原因的款項(xiàng)支付終止

　　16.8 Contractor’s Right to Terminate 承包商終止合同的權(quán)利

　　ARTICLE 17 INDEMNITIES 賠償

　　17.1 General Indemnification 關(guān)于賠償一般性規(guī)定

　　17.2 Injuries to Contractor’s Employees and Damage to Contractor’s Property

　　對(duì)承包商雇員傷害和財(cái)產(chǎn)損害的賠償

　　17.3 Injuries to Owner’s Employees and Damage to Owner’s Property

　　對(duì)業(yè)主雇員傷害和財(cái)產(chǎn)損害的賠償

　　17.4 Patent and Copyright Indemnification Procedure 對(duì)專利和版權(quán)的賠償程序

　　17.5 Lien Indemnification 留置權(quán)的賠償

　　17.6 Owner’s Failure to Comply with Applicable Law 業(yè)主違反法律責(zé)任

　　17.7 Landowner Claims 土地權(quán)利人的索賠

　　17.8 Legal Defense 法律保護(hù)

　　17.9 Enforceability 強(qiáng)制執(zhí)行

　　ARTICLE 18 DISPUTE RESOLUTION 糾紛處理

　　18.1 Negotiation 協(xié)商

　　18.2 Arbitration 仲裁

　　18.3 Continuation of Work During Dispute 糾紛處理期間工程繼續(xù)進(jìn)行

　　18.4 Escrow of Certain Disputed Amounts By Owner

　　業(yè)主支付的涉及糾紛的款項(xiàng)交由第三方托管

　　ARTICLE 19 CONFIDENTIALITY 保密責(zé)任

　　19.1 Contractor’s Obligations 承包商的保密責(zé)任

　　19.2 Owner’s Obligations 業(yè)主的保密責(zé)任

　　19.3 Definitions 保密的定義

　　19.4 Exceptions 保密的例外

　　19.5 Equitable Relief 衡平法救濟(jì)

　　19.6 Term 保密期限

　　ARTICLE 20 LIMITATION OF LIABILITY 責(zé)任限制

　　20.1 Contractor Aggregate Liability 承包商的累計(jì)總責(zé)任

　　20.2 Limitation on Contractor’s Liability for Liquidated Damages 承包商違約責(zé)任的限額

　　20.3 Liquidated Damages In General 違約賠償金的一般性規(guī)定

　　20.4 Consequential Damages 后果性賠償金

　　20.5 Exclusive Remedies 唯一的補(bǔ)救

　　20.6 Applicability 適用范圍

　　20.7 Term Limit 期限

　　ARTICLE 21 MISCELLANEOUS PROVISIONS 其他約定

　　21.1 Entire Agreement 合同的整體性

　　21.2 Amendments 合同變更

　　21.3 Joint Effort 對(duì)當(dāng)事各方的共同效力

　　21.4 Captions 標(biāo)題

　　21.5 Notice 通知

　　21.6 Severability 條款的可分割性

　　21.7 Assignment 權(quán)利與義務(wù)的轉(zhuǎn)讓

　　21.8 No Waiver 不得放棄權(quán)利

　　21.9 Governing Law 管轄法律

　　21.10 Successors and Assigns 權(quán)利和義務(wù)的承繼與讓與

　　21.11 Attachments and Schedules 附件與附錄

　　21.12 Obligations 義務(wù)

　　21.13 Further Assurances 其他保證

　　21.14 Priority 條款的優(yōu)先順序

　　21.15 Restrictions on Public Announcements 對(duì)外披露的限制

　　21.16 Potential Lenders, Potential Equity Investors and Equity Participants

　　或有的借貸方、權(quán)益投資人和合伙人

　　21.17 Foreign Corrupt Practices Act 外國(guó)腐敗行為法案的適用

　　21.18 Parent Guarantee 母公司保函

　　21.19 Language 文本語(yǔ)言

　　21.20 Counterparts 合同副本

　　21.21 Federal Energy Regulatory Commission Approval 聯(lián)邦能源委員會(huì)的批準(zhǔn)

　　21.22 Owner’s Lender 業(yè)主的貸款人

　　21.23 Independent Engineer 獨(dú)立工程師

　　21.24 Survival 合同期滿后的效力

　　ATTACHMENTS AND SCHEDULES 附件與附錄

　　SABINE PASS LNG LIQUEFACTION FACILITY

　　ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT

　　THIS ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT (this Agreement), dated as of the 11th Day of November, 2011 (the Contract Date), is entered into by and between SABINE PASS LIQUEFACTION, LLC, a Delaware limited liability company, having its principal place of business at 700 Milam, Suite 800, Houston, Texas 77002 (Owner), and BECHTEL OIL, GAS AND CHEMICALS, INC., a Delaware corporation, having an address at 3000 Post Oak Boulevard, Houston, Texas 77056 (Contractor and, together with Owner, each a Party and together the Parties).

　　RECITALS

　　WHEREAS, Owner desires to enter into an agreement with Contractor to provide services for the engineering, procurement and construction of (a) a turnkey LNG liquefaction facility comprised of two LNG trains each with a nominal production capacity of approximately 4.5 mtpa to be owned by Owner, located at the Liquefaction Facility Site (as defined below), and all related appurtenances thereto (as more fully described below, the Liquefaction Facility), and (b) certain modifications and improvements to the existing LNG receiving, storage and regasification facilities (as more fully described below, the Existing Facility) located at the Existing Facility Site (as defined below), and to commission, start-up and test the Liquefaction Facility, all as further described herein (collectively, the Project); and

　　WHEREAS, Contractor, itself or through its vendors, suppliers, and subcontractors, desires to provide the foregoing engineering, procurement, construction, commissioning, start-up and testing services on a turnkey lump sum basis;

　　NOW THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

　　ARTICLE 1 DEFINITIONS

　　(為了節(jié)省篇幅，這里省略了定義部分)

　　The meanings specified in this Article 1 are applicable to both the singular and plural. As used in this Agreement, the terms herein, herewith, hereunder and hereof are references to this Agreement taken as a whole, and the terms include, includes and including mean including, without limitation, or variant thereof. Reference in this Agreement to an Article or Section shall be a reference to an Article or Section contained in this Agreement (and not in any Attachments or Schedules to this Agreement) unless expressly stated otherwise, and a reference in this Agreement to an Attachment or Schedule shall be a reference to an Attachment or Schedule attached to this Agreement unless expressly stated otherwise.

　　ARTICLE 2 RELATIONSHIP OF OWNER, CONTRACTOR AND SUBCONTRACTORS

　　2.1 Status of Contractor.

　　The relationship of Contractor to Owner shall be that of an independent contractor. Any provisions of this Agreement which may appear to give Owner or the Owner Representative the right to direct or control Contractor as to details of performing the Work, or to exercise any measure of control over the Work, shall be deemed to mean that Contractor shall follow the desires of Owner or the Owner Representative in the results of the Work only and not in the means by which the Work is to be accomplished, and Contractor shall have the complete right, obligation and authoritative control over the Work as to the manner, means or details as to how to perform the Work. Nothing herein shall be interpreted to create a master-servant or principal-agent relationship between Contractor, or any of its Subcontractors or Sub-subcontractors, and Owner. Nevertheless, Contractor shall comply with all provisions, terms and conditions of this Agreement, and the fact that Contractor is an independent contractor does not relieve it from its responsibility to fully, completely, timely and safely perform the Work in compliance with this Agreement. Except to the extent set forth in this Agreement, including Sections 6.1C, 6.2D, 11.7 and 16.3, and subject at all times to Section 6.7, Owner shall not be entitled to issue any instruction or directive to Contractor or any of its Subcontractors or Sub-subcontractors in connection with performance of the Work. Owner shall provide a copy to Contractor of any written communication from Owner to any Subcontractor or Sub-subcontractor that relates to Contractor’s performance of the Work.

　　2.2 Key Personnel, Organization Chart and Contractor Representative.

　　A. Key Personnel and Organization Chart. Attachment F sets forth Contractor’s organizational chart to be implemented for the Work and also contains a list of key personnel (Key Personnel or Key Persons) from Contractor’s organization who will be assigned to the Work. Key Personnel shall, unless otherwise expressly stated in Attachment F, be devoted full-time to the Work until Substantial Completion of Subproject 2, and Key Personnel shall not be removed or reassigned without Owner’s prior written approval (such approval not to be unreasonably withheld); provided, however, Owner’s prior written approval shall not be required in the event Contractor removes or reassigns a Key Person at any time prior to Owner’s issuance of the NTP. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of equal or greater qualifications and experience. Should Owner approve of the replacement of a Key Person, Contractor shall, so far as reasonably practicable, allow for an overlap of at least one (1) week during which both the Key Person to be replaced and the Owner-approved new Key Person shall work together full time. The additional cost of any replacement of such Key Personnel and overlap time shall be entirely at Contractor’s expense. Owner shall have the right, but not the obligation, at any time to reasonably request that Contractor replace any Key Person with another employee acceptable to Owner. In such event, Contractor shall reasonably consider Owner’s request that Contractor replace such Key Person.

　　B. Contractor Representative. Contractor designates *** as the Contractor Representative. Notification of a change in Contractor Representative shall be provided in advance, in writing, to Owner. The Contractor Representative is a Key Person.

　　2.3 Subcontractors and Sub-subcontractors.

　　Owner acknowledges and agrees that Contractor intends to have portions of the Work accomplished by Subcontractors pursuant to written Subcontracts between Contractor and such Subcontractors, and that such Subcontractors may have certain portions of the Work performed by Sub-subcontractors. All Subcontracts shall, so far as reasonably practicable, be consistent with the terms or provisions of this Agreement. No Subcontractor or Sub-subcontractor is intended to be or shall be deemed a third-party beneficiary of this Agreement. Contractor shall be fully responsible to Owner for the acts and omissions of Subcontractors and Sub-subcontractors and of Persons directly or indirectly employed by either of them in the performance of the Work, as it is for the acts or omissions of Persons directly employed by Contractor. The work of any Subcontractor or Sub-subcontractor shall be subject to inspection by Owner to the same extent as the Work of Contractor. All Subcontractors and Sub-subcontractors and their respective personnel on Site or who may come on the Site or the Off-Site Rights of Way and Easements are to be instructed by Contractor in the terms and requirements of Contractor’s safety and environmental protection regulations and policies and shall be expected to comply with such regulations. In the event that any personnel are not adhering to such regulations and policies, such personnel shall be removed by Contractor. In no event shall Contractor be entitled to any adjustment of the Contract Price or Project Schedule as a result of compliance with such regulations and policies set forth in the HSE Plan, or any removal of personnel necessitated by non-compliance. Nothing contained herein shall (i) create any contractual relationship between any Subcontractor and Owner, or between any Sub-subcontractor and Owner, or (ii) obligate Owner to pay or cause the payment of any amounts to Subcontractor or Sub-subcontractor.

　　2.4 Subcontracts and Sub-subcontracts.

　　A. Approved List. Attachment G sets forth a list of contractors and suppliers that Contractor and Owner have agreed are approved for selection as Subcontractors for the performance of that portion of the Work specified in Attachment G. Approval by Owner of any Subcontractors or Sub-subcontractors does not relieve Contractor of any responsibilities under this Agreement.

　　B. Additional Proposed Major Subcontractors. In the event that Contractor is considering the selection of a Subcontractor not listed on Attachment G that would qualify as a Major Subcontractor, Contractor shall (i) notify Owner of its proposed Major Subcontractor as soon as reasonably practicable during the selection process and furnish to Owner all information reasonably requested by Owner with respect to Contractor’s selection criteria, and (ii) notify Owner no less than ten (10) Business Days prior to the execution of a Major Subcontract with a Major Subcontractor not listed on Attachment G. Owner shall have the discretion, not to be unreasonably exercised, to reject any proposed Major Subcontractor not listed on Attachment G for a Major Subcontract. Contractor shall not enter into any Major Subcontract with a proposed Major Subcontractor that is rejected by Owner in accordance with the preceding sentence. Owner shall undertake in good faith to review the information provided by Contractor pursuant to this Section 2.4B expeditiously and shall notify Contractor of its decision to accept or reject a proposed Major Subcontractor as soon as practicable after such decision is made. Failure of Owner to accept or reject a proposed Major Subcontractor within ten (10) Business Days shall be deemed to be an acceptance of such Major Subcontractor, but Owner’s acceptance of a proposed Major Subcontractor shall in no way relieve Contractor of its responsibility for performing the Work in compliance with this Agreement.

　　C. Other Additional Proposed Subcontractors. For any Subcontractor not covered by Section 2.4A or 2.4B and having a Subcontract value in excess of One Million U.S. Dollars (U.S.$1,000,000), Contractor shall, within fifteen (15) Business Days after the execution of any such Subcontract, notify Owner in writing of the selection of such Subcontractor and inform Owner generally what portion of the Work such Subcontractor is performing.

　　D. Delivery of Subcontracts. Within ten (10) Days of Owner’s request, Contractor shall furnish Owner with a copy of any Subcontract, excluding provisions regarding pricing, discount or credit information, payment terms, payment schedules, retention, performance security, bid or proposal data, and any other information which Contractor or any Subcontractor reasonably considers to be commercially sensitive information.

　　E. Terms of Major Subcontracts and Sub-subcontracts. In addition to the requirements in Section 2.3 and without in any way relieving Contractor of its full responsibility to Owner for the acts and omissions of Subcontractors and Sub-subcontractors, each Major Subcontract and each Major Sub-subcontract shall contain the following provisions:

　　1. the Major Subcontract and the Major Sub-subcontract may be assigned to Owner without the consent of the respective Major Subcontractor or Major Sub-subcontractor; provided, however, with respect to each Construction Equipment rental or lease agreement that falls within the definition of Major Subcontract or Major Sub-subcontract, Contractor shall only be obligated to use its best efforts to include a provision that such agreement may be assigned to Owner without the consent of the respective Construction Equipment Lessor; and

　　2. so far as reasonably practicable, the Major Subcontractor and the Major Sub-subcontractor shall comply with all requirements and obligations of Contractor to Owner under this Agreement, as such requirements and obligations are applicable to the performance of the work under the respective Major Subcontract or Major Sub-subcontract.