Common use of Remedies on Shipper Default Clause in Contracts

Remedies on Shipper Default. Upon the occurrence of a Shipper Default, Gatherer may provide written notice to Shipper, describing the Shipper Default in reasonable detail and requiring Shipper to cure the Shipper Default (the “Shipper Default Notice”). If (a) a Shipper Default comprising Shipper’s failure to make any payment due hereunder has not been cured within ten (10) Business Days following receipt by Shipper of a Shipper Default Notice, or (b) a Shipper Default comprising Shipper’s failure to comply with any obligation under this Agreement or the Tariff, other than a payment obligation, has not been cured within thirty (30) Days after receipt by Shipper of a Shipper Default Notice, or, if such failure is not reasonably capable of being cured within a thirty (30) Day period, but Shipper expeditiously commences to cure the same following its receipt of a Shipper Default Notice and diligently proceeds with such cure, within such longer period of time as shall be reasonably necessary to cure such failure, then in any such case, Gatherer may, by written notice to Shipper: (a) inform Shipper of its intention to terminate this Agreement if such Shipper Default is not cured within a further thirty (30) Day period, and if any such Shipper Default has not been cured within such further period of thirty (30) Days, Gatherer may, by written notice to Shipper, terminate this Agreement, any such termination to be effective upon receipt of such termination notice by Shipper; and/or 32

Remedies on Shipper Default. Upon the occurrence of a Shipper Default, Gatherer Carrier may provide written notice to Shipper, describing the Shipper Default in reasonable detail and requiring Shipper to cure the Shipper Default (the “Shipper Default Notice”). If (a) a Shipper Default comprising Shipper’s failure to make any payment due hereunder has not been cured within ten (10) Business Days following receipt by Shipper of a Shipper Default Notice, Notice or (b) a Shipper Default comprising Shipper’s failure to comply with any obligation under this Agreement or the Tariff, other than a payment obligation, has not been cured within thirty (30) Days after receipt by Shipper of a Shipper Default Notice, or, if such failure is not reasonably capable of being cured within a thirty (30) Day period, but Shipper expeditiously commences to cure the same following its receipt of a Shipper Default Notice and diligently proceeds with such cure, within such longer period of time as shall be reasonably necessary to cure such failure, then in any such case, Gatherer Carrier may not terminate this Agreement on account of such Shipper Default, but Carrier may, by written notice to Shipper: (a) , inform Shipper of its intention to terminate this Agreement suspend Services hereunder if such Shipper Default is not cured within a further thirty (30) Day period, and if any such Shipper Default has not been cured within such further period of thirty (30) Days, Gatherer Carrier may, by written notice to Shipper, terminate this Agreementsuspend Services hereunder, any such termination suspension to be effective upon receipt of such termination notice by Shipper; and/or 32, effective until the applicable Shipper Default is cured. The rights and remedies under this Section 6.2 shall be in addition to all of Carrier’s other rights and remedies under this Agreement or the Tariff or which Carrier may otherwise have at law, in equity or by statute or regulation, and the exercise of one or more rights or remedies shall not prejudice or impair the concurrent or subsequent exercise by Carrier of other rights or remedies, provided that Carrier may not terminate this Agreement on account of a Shipper Default.

Remedies on Shipper Default. (a) Upon becoming aware of the occurrence of a Shipper DefaultDefault with respect to Shipper’s obligations under this Agreement or the Tariff, Gatherer Carrier may provide written notice to Shipper, Shipper describing the Shipper Default in reasonable detail and requiring Shipper to cure the Shipper Default (the “Shipper Default Notice”). If (ai) a Shipper Default comprising Shipper’s failure to make any payment due hereunder as described in Section 8.1(a) has not been cured within ten (10) Business Days following receipt by Shipper of a Shipper Default Notice, or (ii) the Shipper Default comprises a default described in Section 8.1(b), then, in any such case, and in addition to Carrier’s right to enforce the Financial Assurances and Carrier’s other rights and remedies provided for in this Agreement, in the Tariff or under Applicable Law, Carrier shall not be obligated to transport Shipper Product and may suspend the provision of other Services to Shipper. (b) a If the Shipper Default comprising Shipper’s failure to comply with any obligation under this Agreement continues for a period of ninety (90) or the Tariff, other than a payment obligation, has not been cured within thirty (30) Days after receipt by Shipper of a Shipper Default Noticemore Days, or, if such failure is not reasonably capable of being cured within a thirty ninety (3090) Day period, but Shipper expeditiously commences to cure the same following its receipt of a Shipper Default Notice and diligently proceeds with such cure, within such longer period of time as shall be reasonably necessary to cure such failure, then in any such case, Gatherer mayCarrier shall be entitled, by written notice to Shipper: (a) inform Shipper of its intention to terminate this Agreement if such Shipper Default is not cured within a further thirty (30) Day period, and if any such Shipper Default has not been cured within such further period of thirty (30) Days, Gatherer may, by written notice in writing to Shipper, to: (1) terminate this Agreement, any such termination to be effective upon receipt of such termination the applicable notice by Shipper, in which event Shipper shall be liable to Carrier for (i) all of its accrued obligations up to and including the effective date of termination, and (ii) any and all other losses and damages sustained by Carrier as a result of or arising out of such termination; and/or 32and/or (2) draw on any guaranty, letter of credit or other financial assurance provided by Shipper pursuant to ARTICLE XIII, Financial Assurances. If Carrier terminates this Agreement pursuant to Section 8.2(b) hereof, Carrier shall be entitled to apply the proceeds of such financial assurance to Shipper’s obligations and Carrier’s losses and damages referenced in this Section 8.2(b). In all other circumstances in which Carrier calls on any financial assurance provided by Shipper pursuant to

Remedies on Shipper Default. i. Upon the occurrence of a Default by Shipper (“Shipper Default”), Gatherer may Carrier, with respect to its obligations under this Agreement or the Tariff, will provide written notice to Shipper, Shipper describing the Shipper Default in reasonable detail and requiring Shipper to cure the Shipper Default (the “Shipper Default Notice”). If (a) a Shipper Default comprising Shipper’s failure to make any payment due hereunder has not been cured within ten (10) Business Days following receipt by Shipper of a Shipper Default Notice, or (b) a then in addition to Carrier’s right to enforce Carrier’s rights and remedies provided for in this Agreement, the Tariff and under Applicable Law, Carrier shall not be obligated to accept Shipper’s Product for transportation and may suspend the provision of other Services to Shipper during the continuance of the Shipper Default. ii. If the Shipper Default comprising Shipper’s failure continues for a period of more than ninety (90) days, Carrier shall be entitled, by notice in writing to comply with any obligation under this Agreement or the Tariff, other than a payment obligation, has not been cured within thirty Shipper (30) Days after receipt by Shipper of a Shipper “Second Default Notice”), or, if such failure is not reasonably capable to do any one or more of being cured within a thirty (30) Day period, but Shipper expeditiously commences to cure the same following its receipt of a Shipper Default Notice and diligently proceeds with such cure, within such longer period of time as shall be reasonably necessary to cure such failure, then in any such case, Gatherer may, by written notice to Shipper: following: (a) inform Shipper of its intention to terminate this Agreement if such Shipper Default is not cured within a further thirty (30) Day period, and if any such Shipper Default has not been cured within such further period of thirty (30) Days, Gatherer may, by written notice to Shipper, terminate this Agreement, any such termination to be effective upon receipt of such termination notice the Second Default Notice by Shipper, in which event Shipper shall be liable to Carrier for all of its accrued obligations under this Agreement and the Tariff up to and including the effective date of termination, and Carrier may pursue all its rights at law and equity to recover from Shipper its losses and damages sustained by Carrier as a result of or arising out of such termination; and/or 32and/or (b) draw on any guaranty, letter of credit or other financial assurance provided by Shipper pursuant to Section XI. If Carrier terminates this Agreement pursuant to subpart (a) of this Section, Carrier shall be entitled to apply the proceeds of such financial assurance to Shipper’s unmet obligations under this Agreement and the Tariff, as well as Carrier’s losses referenced in Section X.B. that are legally determined to be owed by Shipper to Carrier. In all other circumstances in which Carrier calls on any financial assurance provided by Shipper pursuant to Section XI following a Shipper Default, Carrier shall be entitled to apply the proceeds of such financial assurance to cure such Shipper Default and to hold the remaining proceeds (if any) as additional security for the payment and performance of Shipper’s future obligations under this Agreement and the Tariff provided that Carrier has not terminated this Agreement and continues to provide service to Shipper pursuant to the terms of this Agreement.

Remedies on Shipper Default. 9.02.1 Upon the occurrence of a Shipper Default, Gatherer Carrier may provide written notice to Shipper, Shipper describing the Shipper Default in reasonable detail and requiring Shipper to cure the Shipper Default (the “"Shipper Default Notice”"). If (a) a Shipper Default comprising Shipper’s failure to make any payment due hereunder described in Section 9.01(a) has not been cured within ten (10) Business Days following receipt by Shipper of a Shipper Default Notice, or (b) the Shipper Default comprises a default described in Section 9.01(b) or 9.01(c), then, in any such case, and in addition to Carrier’s right to enforce the Financial Assurances (including exercising and enforcing its rights and remedies under any Guaranty and calling on any letter of credit), Carrier shall not be obligated to accept Shipper’s Crude Petroleum for transportation and may suspend the provision of other Services to Shipper. 9.02.2 If (a) a Shipper Default comprising Shipper’s failure to comply with any obligation under this Agreement or the Tariff, other than a payment obligation, described in Section 9.01(a) has not been cured within thirty ninety (3090) Business Days after following receipt by Shipper of a Shipper Default Notice, or, if such failure is not reasonably capable of being cured within a thirty or (30b) Day period, but Shipper expeditiously commences to cure the same following its receipt of a Shipper Default Notice and diligently proceeds with such curecomprises a default described in Section 9.01(b) or 9.01(c), within such longer period of time as then, Carrier shall be reasonably necessary to cure such failure, then in any such case, Gatherer mayentitled, by written notice in writing to Shipper: , to (a) inform convert permanently (even if Shipper thereafter cures the default) Shipper’s Committed Volume into Uncommitted Volumes, effective as of its intention to terminate this Agreement if such Shipper Default is not cured within a further thirty (30) Day periodthe date specified in the applicable notice, solely for purposes of the apportionment rule of the Rules Tariff. Shipper’s obligations under Section 3.01 and if Article 7 hereof shall remain in full force and effect after the date of any such conversion, except that, from and after the date of such conversion, Shipper Default has not been cured within such further period shall have no right to Make-up Volumes under Section 7.04 hereof or to any extension of thirty the Term pursuant to Section 5.03 hereof; or (30b) Days, Gatherer may, by written notice to Shipper, terminate this Agreement, any such termination to be effective upon receipt of such termination the applicable notice by Shipper, in which event Shipper shall be liable to Carrier for (i) all of its accrued obligations up to and including the effective date of termination in accordance with Section 21.10, and (ii) pay to Carrier, in cash and within five (5) Business Days after written demand therefor, an amount equal to (a) the applicable Committed Toll as of the date of the written demand, multiplied by (b) Shipper’s Committed Volume, multiplied by (c) the number of days remaining in the unexpired term of the Agreement as of the date of the written demand, discounted at the rate of ten percent (10%). 9.02.3 If Carrier exercises its rights under Section 9.02.2, Carrier shall use reasonable commercial efforts to find a replacement shipper for Shipper’s Committed Volume and such efforts may include the holding of an open season with respect to a number of bpd equal to Shipper’s Committed Volume (the "Default Capacity"). If, as a result of any such efforts, Carrier enters into one or more new transportation services agreements with respect to some or all of the Default Capacity, then: (a) If Carrier exercises its rights under clause (a) of Section 9.02.2, then, following payment by a new shipper under the new transportation services agreement, Carrier shall credit to Shipper's obligation under Section 7.02 hereof a portion of the transportation Charges or monthly deficiency payments for committed volumes equal to the Monthly Deficiency Payment; and/or 32provided that Shipper shall not be entitled to any such credit for revenues that may accrue to the extent any committed toll payable under such new transportation services agreement exceeds the applicable then- escalated Committed Toll or the deficiency payment payable by the new shipper exceeds the then escalated Deficiency Toll hereunder. (b) If Carrier exercises its rights under clause (b) of Section 9.02.2, Carrier will credit to Shipper’s obligations referenced in clause (b)(ii) of Section 9.02.2, the revenues received by Carrier from such new shipper(s) as transportation Charges or monthly deficiency payments for committed volumes to the extent Carrier has not previously credited such revenues to Shipper’s obligation under Section 7.02 hereof in accordance with clause (a) of this Section 9.02.3. Carrier shall credit such revenues in a lump sum based on Carrier's estimate of all of the revenues to be received pursuant to such new transportation agreement. (c) Shipper expressly acknowledges and agrees that: (i) Shipper shall have no right to challenge or dispute the terms and conditions of any new transportation services agreements entered into by Carrier as a result of such efforts and that, without limitation, such new transportation services agreement(s) may expire before the last day of this Agreement and the committed toll payable under such new transportation services agreements may be less than the applicable Committed Toll and the deficiency toll under the new transportation services agreements may be less than the Deficiency Toll. (ii) In the event that Carrier is seeking a replacement shipper for the committed volumes of more than one defaulting Committed Shipper, Carrier shall allocate the applicable portion of any revenues described in clause (a) of Section