Common use of Cross-Default; Setoff; Right to Substitute New Terms Clause in Contracts

Cross-Default; Setoff; Right to Substitute New Terms. (a) Any Default by Republic under the Pellet Supply Agreement, the Rounds Agreement or the Services Agreement shall be deemed a Default of Republic under this Agreement. (b) Only in the event of a payment Default, which is defined as any failure by Republic at any time to make a payment in full when due under Section 2.6 of this Agreement, Section 2.5 of the Pellet Supply Agreement and/or Section 3.2 of the Services Agreement (for any reason other than exercising its rights upon a payment Default by LPM or USS), LPM and/or USS may (i) defer payment of any amounts due Republic under the Rounds Supply Agreement and/or the Services Agreement until such time as any and all delinquent amounts due and owing USS and/or LPM under this Agreement, the Pellet Supply Agreement and/or the Services Agreement (the "Delinquent Amount") are paid, and/or (ii) deliver to Republic a `Notice of Intent to Effect Set-off.' Provided that Republic has not remitted to USS the Delinquent Amount within 5 days of Republic's receipt of the Notice of Intent to Effect Set-off, LPM and/or USS may, on the 5th day following the delivery of such Notice of Intent to Effect Set-off, set-off the Delinquent Amount against the amounts owed by LPM and/or USS to Republic under the Rounds Supply Agreement and/or the Services Agreement as of the date of such Notice. If the Delinquent Amount is not paid in full within 10 days following the delivery of such Notice of Intent to Effect Set-off, USS shall have the right to suspend further shipments of Pellets to Buyer until the Delinquent Amount (including any other delinquent amounts owed to USS and/or LPM under this Agreement, the Pellet Supply Agreement and/or the Services Agreement that accrue after issuance of the Notice) are paid in full. Interest on the Delinquent Amount shall accrue at the Late Payment Rate specified in this Agreement. (c) In the event that the aggregate amounts due USS in connection with Republic's purchases of coke (including without limitation Coke) hereunder and Republic's purchases of Pellets under the Pellet Supply Agreement at any time exceed by $1,000,000 or more the amount due Republic in connection with USS's purchases of Rounds under the Rounds Supply Agreement (the "Excess"), Republic shall remit to USS an amount equal to the Excess within three days of the Settlement Date immediately succeeding the date that such Excess occurs. If the Excess is not paid in full by such date, USS shall have the right to withhold and/or setoff against the Excess any amounts due from USS to Republic under the Services Agreement. If the Excess is not paid in full within 10 days of such Settlement Date, USS shall have the right to suspend further shipments of coke (including without limitation Coke) to Buyer until the Excess is paid in full; provided, that Seller agrees not to suspend such shipments during such time so long as payment on deliveries of coke (including without limitation Coke) is made by Buyer on a cash-on-delivery basis. Interest on the Excess shall accrue at the Late Payment Rate specified in this Agreement. (d) Notwithstanding any provision herein to the contrary (including without limitation the provisions of Section 2.6 hereof), in the event that (i) LPM ceases operations at the Pipemill either on a temporary or permanent basis, (ii) USS sells or otherwise transfers (or enters into an agreement to sell or transfer) ownership of the Pipemill assets or operations to a third party, or (iii) USS's purchases of Rounds under the Rounds Supply Agreement and/or utilities under the Services Agreement are reduced for any reason such that the Excess exceeds $1,000,000 in three consecutive Settlement Periods, then USS shall have the right to substitute new or revised payment terms and conditions for the payment terms which are then in effect hereunder such that payments due by Buyer to USS hereunder remain secured at all times. (e) Republic hereby agrees to continue to perform fully its obligations hereunder and under the Rounds Supply Agreement, the Pellet Supply Agreement and the Services Agreement notwithstanding the exercise by USS of any of its rights hereunder or under Section 2.6.

Cross-Default; Setoff; Right to Substitute New Terms. (a) Any Default by Republic under the Pellet Coke Supply Agreement, the Rounds Agreement or the Services Agreement shall be deemed a Default of Republic under this Agreement. (b) Only in the event of a payment Default, which is defined as any failure by Republic at any time to make a payment in full when due under Section 2.6 2.5 of this Agreement, Section 2.5 2.6 of the Pellet Coke Supply Agreement and/or Section 3.2 of the Services Agreement (for any reason other than exercising its rights upon a payment Default by LPM or USS), LPM and/or USS may (i) defer payment of any amounts due Republic under the Rounds Supply Agreement and/or the Services Agreement until such time as any and all delinquent amounts due and owing USS and/or LPM under this Agreement, the Pellet Coke Supply Agreement and/or the Services Agreement (the "Delinquent Amount") are paid, and/or (ii) deliver to Republic a `Notice of Intent to Effect Set-off.' . ` Provided that Republic has not remitted to USS the Delinquent Amount within 5 days of Republic's receipt of the Notice of Intent to Effect Set-off, LPM and/or USS may, on the 5th day following the delivery of such Notice of Intent to Effect Set-off, set-off the Delinquent Amount against the amounts owed by LPM and/or USS to Republic under the Rounds Supply Agreement and/or the Services Agreement as of the date of such Notice. If the any Delinquent Amount (remaining due after LPM and/or USS's application of set-off hereunder) is not paid in full within 10 days following the delivery of such Notice of Intent to Effect Set-off, USS shall have the right to suspend further shipments of Pellets to Buyer until the Delinquent Amount (including any other delinquent amounts owed to USS and/or LPM under this Agreement, the Pellet Coke Supply Agreement and/or the Services Agreement that accrue after issuance of the Notice) are paid in full. Interest on the Delinquent Amount shall accrue at the Late Payment Rate specified in this Agreement. (c) In the event that the aggregate amounts due USS in connection with Republic's purchases of Pellets hereunder and Republic's purchases of coke (including without limitation Coke) hereunder and Republic's purchases of Pellets under the Pellet Coke Supply Agreement at any time exceed by $1,000,000 or more the amount due Republic in connection with USS's purchases of Rounds under the Rounds Supply Agreement (the "Excess"), Republic shall remit to USS an amount equal to the Excess within three days of the Settlement Date immediately succeeding the date that such Excess occurs. If the Excess is not paid in full by such date, USS shall have the right to withhold and/or setoff against the Excess any amounts due from USS to Republic under the Services Agreement. If the Excess is not paid in full within 10 days of such Settlement Date, USS shall have the right to suspend further shipments of coke (including without limitation Coke) Pellets to Buyer until the Excess is paid in full; provided, that Seller agrees not to suspend such shipments during such time so long as payment on deliveries of coke (including without limitation Coke) Pellets is made by Buyer on a cash-on-delivery basis. Interest on the Excess shall accrue at the Late Payment Rate specified in this Agreement. (d) Notwithstanding any provision herein to the contrary (including without limitation the provisions of Section 2.6 2.5 hereof), in the event that (i) LPM ceases operations at the Pipemill either on a temporary or permanent basis, (ii) USS sells or otherwise transfers (or enters into an agreement to sell or transfer) ownership of the Pipemill assets or operations to a third party, or (iii) USS's purchases of Rounds under the Rounds Supply Agreement and/or utilities under the Services Agreement are reduced for any reason such that the Excess exceeds $1,000,000 in three consecutive Settlement Periods, then USS shall have the right to substitute new or revised payment terms and conditions for the payment terms which are then in effect hereunder such that payments due by Buyer to USS hereunder remain secured at all times. (e) Republic hereby agrees to continue to perform fully its obligations hereunder and under the Rounds Supply Agreement, the Pellet Coke Supply Agreement and the Services Agreement notwithstanding the exercise by USS of any of its rights hereunder or under Section 2.62.5.