Common use of Credit Default Clause in Contracts

Credit Default. In the event either Party shall (a) make an assignment or any general arrangement for the benefit of creditors or experience the appointment of a trustee, custodian or receiver; (b) default in the payment obligation to the other Party; (c) file a petition or otherwise commence, authorize, or acquiesce in the commencement of a proceeding or case under any bankruptcy or similar law for the protection of creditors or have such petition filed or proceeding commenced against it; (d) otherwise become bankrupt or insolvent (however evidenced); or (e) be unable to pay its debts as they fall due (collectively, a “Credit Default”); then the other Party shall have the right to either withhold and/or suspend deliveries or payment, or terminate this Agreement without prior notice, in addition to any and all other remedies available hereunder or under applicable law. If Manager is the party which is in Credit Default, then in addition to all other remedies available to UGI, all storage inventories associated with storage capacities released by UGI to Manager up to the Storage Equivalent Inventory Balance, or other rights or property previously transferred hereunder, shall be immediately deemed to be transferred back to UGI and Manager hereby grants UGI a limited power of attorney to effectuate all such transfers. Notwithstanding anything in this Agreement to the contrary; (i) the provision of Performance Security by Manager to UGI is absolute, and not subject to offset or deduction of any kind; (ii) the provision of Performance Security secures all obligations of Manager to UGI whether under this Agreement or otherwise; and (iii) any payment obligation of UGI to Manager is expressly conditioned upon and shall not become due until the provision of Performance Security to UGI consistent with the terms of this Agreement.