Common use of Adequate Assurance Clause in Contracts

Adequate Assurance. NuStar will establish and may, in its sole discretion, notify Buyer of any credit dollar amount (the “Credit Limit”) that will be applicable to the Buyer. The Credit Limit will be in such amount (including no amount) as Seller elects. Seller may change the Credit Limit at any time and notify Buyer of any such change. 6.1 If at any time Buyer’s Outstanding Indebtedness (as defined below) exceeds the Credit Limit then in effect for Buyer, Buyer must reduce the Outstanding Indebtedness to any amount that is not greater than the Credit Limit then in effect for the Buyer by doing any, or any combination, of the following: (i) Paying to Seller an amount of the Outstanding Indebtedness; or (ii) Providing to Seller a letter of credit in a form and from a bank both reasonably satisfactory to Seller under which Seller will be permitted to draw an amount that is not less than the amount by which the Outstanding Indebtedness exceeds the Credit Limit. 6.2 For the purposes of this Section 8, “Outstanding Indebtedness” means, as of any day during the term of this Agreement, all amounts due or which will become due to Seller under all agreements between Seller and Buyer for completed delivery, including, without limitation, this Agreement, where delivery of, but no payment for, products have been made. If Buyer has failed to (i) pay Seller for any amount that is due (if such failure has not subsequently been cured) or (ii) be in default of this Agreement under Section 15 after expiration of applicable cure periods, then in addition to ceasing to deliver Product under the Agreement, and regardless of any payment terms then in effect for Buyer, Seller may declare all of the Outstanding Indebtedness to be due and payable and terminate this Agreement. 6.3 If Seller determines that the financial condition of Buyer has become impaired or unsatisfactory, Seller may require Buyer to provide Seller with satisfactory security or adequate assurances of performance. Seller’s requirement for security or assurances may include changing the credit terms of this Agreement in which case Seller may require Buyer to: (i) prepay by wire transfer at least by the first day that Buyer is open for business before Product delivery date the full estimated invoice amount under this Agreement, (ii) post at least two business days prior to Product delivery date a irrevocable, standby letter of credit, in form and substance specified by Seller, issued or confirmed by a bank acceptable to Seller, in an amount sufficient to cover the full estimated invoice amount under this Agreement or

Adequate Assurance. NuStar will establish and may, in its sole discretion, notify Buyer of any credit dollar amount (the “"Credit Limit”") that will be applicable to the Buyer. The Credit Limit will be in such amount (including no amount) as Seller elects. Seller may change the Credit Limit at any time and notify Buyer of any such change. 6.1 If at any time Buyer’s 's Outstanding Indebtedness (as defined below) exceeds the Credit Limit then in effect for Buyer, Buyer must reduce the Outstanding Indebtedness to any amount that is not greater than the Credit Limit then in effect for the Buyer by doing any, or any combination, of the following: (i) Paying to Seller an amount of the Outstanding Indebtedness; or (ii) Providing to Seller a letter of credit in a form and from a bank both reasonably satisfactory to Seller under which Seller will be permitted to draw an amount that is not less than the amount by which the Outstanding Indebtedness exceeds the Credit Limit. 6.2 For the purposes of this Section 8, “"Outstanding Indebtedness” " means, as of any day during the term of this Agreement, all amounts due or which will become due to Seller under all agreements between Seller and Buyer for completed delivery, including, without limitation, this Agreement, where delivery of, but no payment for, products have been made. If Buyer has failed to (i) pay Seller for any amount that is due (if such failure has not subsequently been cured) or (ii) be in default of this Agreement under Section 15 after expiration of applicable cure periods, then in addition to ceasing to deliver Product under the Agreement, and regardless of any payment terms then in effect for Buyer, Seller may declare all of the Outstanding Indebtedness to be due and payable and terminate this Agreement. 6.3 If Seller determines that the financial condition of Buyer has become impaired or unsatisfactory, Seller may require Buyer to provide Seller with satisfactory security or adequate assurances of performance. Seller’s requirement for security or assurances may include changing the credit terms of this Agreement in which case Seller may require Buyer to: (i) prepay by wire transfer at least by the first day that Buyer is open for business before Product delivery date the full estimated invoice amount under this Agreement, (ii) post at least two business days prior to Product delivery date a irrevocable, standby letter of credit, in form and substance specified by Seller, issued or confirmed by a bank acceptable to Seller, in an amount sufficient to cover the full estimated invoice amount under this Agreement or

Adequate Assurance. NuStar (A) If Reasonable Grounds for Adequate Assurance arise which cause any Purchaser Group member to xxxxxx- xxxx that Seller is or will establish become unable to duly perform its obligations under this Agreement in a timely manner and mayin accordance with its terms, Purchaser may demand Xxx- xxxxx Assurance of due performance. Until Purchaser re- ceives such assurance, Purchaser may suspend any further performance of the Work by written notice. Such suspen- sion shall be deemed to be a suspension for Seller's default or anticipated default under this Agreement. Whether or not Purchaser suspends Seller's performance, Seller's failure to provide Adequate Assurance within a reasonable time (not to exceed 10 Days) shall be deemed to be a repudia- tion of this Agreement. (B) Reasonable Grounds for Adequate Assurance" un- der Clause 20.2.3 (A) above shall mean a material delay in Seller's Work, Seller's repeated performance of Work which does not comply with the requirements of this Agreement, Seller's lack or anticipated lack of solvency, or any other ac- tions or inactions by Seller or Seller's financial condition which cause any Purchaser Group member to question whether Seller will be able to perform its obligations under this Agreement in accordance with its terms, including the Schedule and standards of performance described herein. (C) Adequate Assurance" under Clause 20.2.3 (A) means proof reasonably required by Purchaser that Seller is still willing and able to completely perform its obligations when and as required under this Agreement. Adequate As- surance may be provided by Seller through action plans approved by Purchaser for correction and remediation, or for expediting the Work to shorten actual or potential de- lays. Bonding or other methods of financial security may also be appropriate forms of Adequate Assurance, along with any other methods or mechanisms acceptable to Pur- chaser in its sole discretion, notify Buyer of any credit dollar amount (the “Credit Limit”) that will be applicable to the Buyer. The Credit Limit will be in such amount (including no amount) as Seller elects. Seller may change the Credit Limit at any time and notify Buyer of any such change. 6.1 If at any time Buyer’s Outstanding Indebtedness (as defined below) exceeds the Credit Limit then in effect for Buyer, Buyer must reduce the Outstanding Indebtedness to any amount that is not greater than the Credit Limit then in effect for the Buyer by doing any, or any combination, of the following: (i) Paying to Seller an amount of the Outstanding Indebtedness; or (ii) Providing to Seller a letter of credit in a form and from a bank both reasonably satisfactory to Seller under which Seller will be permitted to draw an amount that is not less than the amount by which the Outstanding Indebtedness exceeds the Credit Limit. 6.2 For the purposes of this Section 8, “Outstanding Indebtedness” means, as of any day during the term of this Agreement, all amounts due or which will become due to Seller under all agreements between Seller and Buyer for completed delivery, including, without limitation, this Agreement, where delivery of, but no payment for, products have been made. If Buyer has failed to (i) pay Seller for any amount that is due (if such failure has not subsequently been cured) or (ii) be in default of this Agreement under Section 15 after expiration of applicable cure periods, then in addition to ceasing to deliver Product under the Agreement, and regardless of any payment terms then in effect for Buyer, Seller may declare all of the Outstanding Indebtedness to be due and payable and terminate this Agreement. 6.3 If Seller determines that the financial condition of Buyer has become impaired or unsatisfactory, Seller may require Buyer to provide Seller with satisfactory security or adequate assurances of performance. Seller’s requirement for security or assurances may include changing the credit terms of this Agreement in which case Seller may require Buyer to: (i) prepay by wire transfer at least by the first day that Buyer is open for business before Product delivery date the full estimated invoice amount under this Agreement, (ii) post at least two business days prior to Product delivery date a irrevocable, standby letter of credit, in form and substance specified by Seller, issued or confirmed by a bank acceptable to Seller, in an amount sufficient to cover the full estimated invoice amount under this Agreement or