T.W. Phillips Pipeline Corp.

Original Volume No. 1

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Effective Date: 01/01/2010, Docket: RP10-141-000, Status: Effective

Original Sheet No. 82 Original Sheet No. 82

 

GENERAL TERMS AND CONDITIONS

(Continued)

 

29. DEFAULTS AND REMEDIES

 

29.1. Events of Default – An “Event of Default” shall mean, with respect to Shipper or

Transporter, the occurrence of any of the following:

 

a) Any representation or warranty made in the FT or IT Agreement by Shipper

or Transporter that proves to be false or misleading in any material

respect;

 

b) The failure of Shipper or Transporter to perform any covenant set forth

in a FT or IT Agreement, where such failure is not excused by Force

Majeure and is not cured within thirty (30) business days after written

notice thereof to the other party; or

 

c) Shipper or Transporter shall be subject to a Bankruptcy Event with “Bank-

ruptcy Event” meaning, with respect to either Shipper or Transporter,

that such party (i) is dissolved (other than pursuant to consolidation,

amalgamation or merger), (ii) makes an assignment or any general arrange-

ment for the benefit of creditors, (iii) institutes or has instituted

against it a proceeding seeking a judgment of insolvency or bankruptcy or

any other relief under any bankruptcy or insolvency or other law affec-

ting creditors’ rights and, in the case of any such proceeding or peti-

tion instituted or presented against it, such proceeding or petition (A)

results in a judgment or insolvency of bankruptcy or the entry of an

order for its wind-up or liquidation or (B) is not withdrawn, dismissed

or discharged with thirty (30) days after the institution or presentation

thereof, (iv) otherwise becomes bankrupt or insolvent (however evidenced),

(v) has a secured party take possession of all or substantially all of

its assets or has an action or proceeding taken or levied against all or

substantially all of its assets and such secured party maintains posses-

sion, or any such action or proceeding is not dismissed, in either case

within thirty (30) days thereafter, or (vi) is unable to pay its debts or

admits in writing its inability generally to pay its debts as they fall

due.

 

29.2. Termination by Transporter – Upon the occurrence of an Event of Default by Ship-

per under an FT or IT Agreement, Transporter may terminate such FT or IT Agreement

upon thirty (30) days prior written notice to Shipper. Except as otherwise

provided in the FT or IT Agreement, upon termination by Transporter, Shipper

shall pay all amounts owed to Transporter for service rendered prior to termina-

tion.